An Unexpected Friend
by FantasyNerd306
Summary: Dusk, a were-cat, has been shot, took a wrong turn, and ended up in a world unlike any other she had ever seen. After ending up in the hands of a certain mentally unstable caboose, she quickly finds out he needs her help. Will she be able to balance the responsibility of being his guardian angel, and keep the angry humans at bay? Rated M for language, blood, and dirty humor.
1. Wrong Turn

**A/N: This was written after wondering if it was possible for one of my characters to get lost, since most of them have vast knowledge of magic, and other worlds, and to explain how the alternate universe I'm working on came to be. This will also reference an alternate dimension still in development. I will reveal the characters for that eventually. Anyway, on with the show!**

Dusk desperately raced through the portal on Igne, the nightmare Pegasus she had conjured, to escape the humans, who were accusing her of witchcraft, pursuing her. Igne's flaming hooves pounded against the misty, and spectral ground as it rippled like water. The portal closed, cutting the humans off, and letting Dusk escape. Dusk spurred Igne once more, urging him to run faster. Igne whinnied, but didn't disobey her. A nightmare always obeys its conjurer, no matter the cost.

Dusk clutched her side as the pain returned. The humans got her good. There wasn't much that could pierce nightmare armor. It was either a sanctified of weapon of any kind, a silver weapon, or a silver bullet, and the latter was exactly what she was attacked with. She needed help, and fast. She lifted her hand to see blood, her blood. She directed Igne to the right. She knew the way home like the back of her, now bloody, hand. She held on tight as Igne leaped through the portal. Even with Igne spreading his black leathery wings to soften the landing, it was still a bit too rough for Dusk. She cried out, and clutched her side. She urged Igne to a sudden stop. Igne stopped rather abruptly, nearly hitting Dusk in the head with the back of his neck, and pawed at the ground. Dusk looked around, expecting to see the town she lived in, only to find herself in a train yard.

"Fuck." Dusk grimaced and hissed as the pain got worse. She must have missed the turn when she was looking at the severity of her wound, and now she was in an entirely different realm, but that didn't matter now. She needed her to wound to be tended to. She looked up at the night sky. It was almost dawn. Igne couldn't help her any longer. She carefully slid off Igne's back, and patted its side.

"Igne, you are dismissed." Dusk hissed in pain as her wound throbbed. She knew it wasn't good to move around much while she was like this, but she had no choice. She had to find help, and fast. Igne snorted as a portal to the Nightmare Realm appeared, and then ambled through the portal. The portal quickly closed behind him, and disappeared. Dusk released the nightmare armor she had conjured, and it turned to a thick black mist before disappearing just as the sun peeked over the horizon, letting her take a good look at the wound. The bullet hole was just above her pelvis, and had barely missed her internal organs. She decided it would be best to revert to her cat form and search for help, than to walk around in her true form. If one leg goes numb if the bullet hit a nerve, or becomes paralyzed, she could still get around on just three legs. She relaxed, and let the transformation take place. Her skin gave way to black and white fur as she shrank in size, and took the form of a cat. Once the transformation was complete, she slowly limped around the train yard.

The best thing to do now was to find shelter, and try to heal the wound herself, but who knows how much energy it would take to heal it. She just picked what looked like a large shed, and slipped through a small crack in the wall. The sight in front of her made her stop dead in her tracks. There was, what looked like, a pink humanoid observation coach of some sort, fast asleep on a couch. She had never seen anything quite like this before. Perhaps she could stick around and explore this world after her wound healed. She wasn't sure if it was safe to approach this coach or not. Was it hostile? Was it a predator? She didn't know. The world started to turn grey, and her legs began to feel like jelly. She had no choice but to ask for help.

Pearl grunted softly in her sleep as she felt something soft brush against her hand. It was probably one of the cats that Control kept around to keep the mice away. She then jumped awake as she felt something warm, and wet on her fingers. She looked down over the edge of the couch to see a black cat with white under parts, white paws, and a white tail tip meowing at her, and rubbing its side against her hand. She looked at her hand, and her eyes grew wide. There was blood on her hands. The cat's meows became more faint, and the cat was starting to stumble, as if it was about to pass out. She quickly picked up the cat. The cat yowled a little, but didn't bite her. She sat up, and looked the cat over, looking for the source of the cat's bleeding. Her heart sank when she saw the wound on the cat's flank. Who would do such a thing to an innocent animal? The cat was certainly good natured. Even in pain, it purred. She felt tears begin to form in her eyes. Who would do such a thing to a sweet cat? She _had_ to help the poor creature. She quickly got up, and raced out of the shed, cradling the cat in her arms.

Dusk began to fade in and out of consciousness. She was all too familiar with this from a few injuries she had received during The Great War, but this one very well could be the one that kills her. She felt what she thought was the cold embrace of death, and she blacked out.

Pearl began to skate even faster as she felt the cat grow limp. She wasn't sure if Wrench would be any help, but it would be worth a try. She was afraid the cat would die in her very arms. She almost didn't stop in time to keep herself from running into the door of Wrench's clinic. She burst through the door, and Wrench woke up with a start. The repair truck flicked on the lights, and yawned as she gave Pearl a puzzled, and slightly agitated, look.

"Please, Wrench, this poor cat was shot!" Pearl sobbed, and pointed at the wound. Wrench rubbed the back of her neck, unsure if she could operate on an animal. She lacked the experience of human, let alone animal, medicine, but no creature deserves to die like this.

"I'll see what I can do, but I cannot guarantee that I can be of much help, let alone promise the cat would make it through the operation." Wrench gently lifted the cat into her arms. The cat was a little cold. That wasn't good. She needed to hurry if she was to save this cat's life, but she wasn't sure how she was going to pull it off with no experience in caring for such a fragile being. She set the cat down on a blanket, and accessed Electra's database, searching for the proper procedure. Once she had stored it to her system memory, she made sure Pearl was outside before she started the operation. She didn't think Pearl would be able to watch her do this.

Pearl was on the brink of tears. The very fact that the cat might not make it broke her heart. It was such a sweet animal, and apparently someone tried to kill it. She waited for what seemed hours as the sun rose into the sky as Wrench attempted to save the cat. Wrench finally emerged with blood on her hands, a grizzly sight. Pearl held back a gag. Wrench gestured for her to come inside as she washed the blood off her hands. Pearl reluctantly rolled through the door.

"The cat survived, but I will have to monitor its recovery. Once it is healed, I will return it to you, so you may find a proper owner for it." Wrench didn't tell her all the details. The distinct shine of the bullet told her this was no ordinary cat. Someone would not waste a valuable silver bullet for a normal cat. She decided it was best to keep her mouth shut about that to prevent raising an alarm. Pearl felt a wave of relief. That was a huge weight off her shoulders.

"Oh thank Starlight. The poor thing is so sweet, and I couldn't let it suffer." Pearl was faced with a dilemma. She couldn't keep the cat, but the cat needed a home. Perhaps... a good friend of hers could keep the cat. That is, if her friend's lover would allow it.

 **A/N: Phew! The first chapter is finally done! Before people start screaming Mary Sue at me, I'll explain why I tend to reuse my characters. I put my characters in alien situations to help create their personality, and just to see how they would react to such a situation. Or in other words, my characters are part of an original idea of mine, and are being experimented with. They do not recall any other situation they have been in before hand, so it won't interfere with whatever they are currently going through. Once again, this is just the explanation for my alternate universe, and the sequel, which has the alternate universe in action, will be much darker, just giving everyone a warning. This will also get slightly dark... and have some naughty jokes, so be prepared. Anyway, see you in the next chapter!**


	2. Long Road To Recovery

**A/N: I'm going to make a reference to the job a certain component was originally assigned. See if you can spot it.**

Dusk felt like she was floating in the darkness. There were no fiery embers, or golden gates, so she wasn't dead. Slowly, her senses returned, and she regained consciousness. She slowly opened her eyes. The pain was gone, but she was on a blanket on the floor in a far corner. She looked around, and noticed the humanoid crane car, scribbling notes on a piece of paper. She meowed, a test to see how the crane car would react. She flinched a little when the crane car sharply turned to look at her, and then relaxed when she saw the crane truck smile.

"Good, you're awake." Wrench gently scratched behind the cat's ears. The cat closed its eyes, and purred softly. Wench chuckled, and checked the cat's sutures. There were no signs, of what humans call, _infection_. That was a good sign. She checked the cat's spiked collar for any of the cat's owner's contact information, but came out empty handed. At least Pearl could take care of it, or Joule if she didn't spend so much time outside behind the clinic. The cat meowed again, asking for food. Wrench wasn't sure if the cat was ready to start eating solids again just yet. The poor cat still had a long way to go before she could let Pearl take the cat.

Dusk laid her head between her paws as the repair truck left her side. It was embarrassing to ask for help, but she had no other option in this situation. The repair truck returned with a small dish filled with a white liquid. The repair truck carefully sat it down in front of her, so as to not spill anything. She sniffed at it, and realized that it was fresh cream. She couldn't smell anything unusual, so it wasn't poisoned. She cautiously glanced at the repair truck, and then slowly started to lap up the liquid.

Wrench checked the time. The pain medication would be wearing off any time now. The cat twitched a little, and stifled a growl. The cat was trying to hide the pain, typical for a feline, or so that's what Joule told her. She had to keep the cat's pain levels as low as possible if the cat is to recover in peace.

Dusk held back another growl as the pain came rushing back. She had received many injuries during her time of service during The Great War, and some required surgery to correct, so this was nothing compared to the horrors she had seen, but with her in unfamiliar territory, she was unsure of who was friend, and who was foe. The crane car returned. and knealed down beside her. Dusk looked up, and saw the crane truck was holding a syringe. She folded her ears back, and hissed. Who knew what was in that syringe.

"Oh, there's no need for that." Wrench grabbed the cat by the scruff, rendering immobile, a trick she learned from watching Joule handle animals before she decided to become a dynamite truck. All the cat could do now was growl at her. She found the cat's futile attempts to intimidate her to be rather amusing. She quickly injected the Morphine into the cat's flank, where she had preformed the operation. The cat screeched as a response, and its tail twitched in agitation, clearly not happy with what she was doing.

"There we go." Wrench released the cat, and rolled her eyes as the cat continued to growl at her. How pathetic. "Now that wasn't so bad now was it?" she smiled.

Dusk was finally able to move again. Apparently, the repair truck knew how to immobilize her, and control her. She wasn't entirely sure what was in the syringe, but it seemed to make the pain subside. Perhaps she could trust this repair truck, but looks can be deceiving. The repair truck very well could be like a wolf in sheep's clothing. She rested her head between her paws, not taking her eyes off the repair truck. This was going to be a long road to recovery.


	3. From One Friend To Another

**A/N: I'm considering trying a little experiment by creating another AU. I'm probably only going to use it just once though. I'll see if I want to give it a try or not, but that won't be until later. Anyway, on with the show!**

After what seemed like months, Dusk was well enough to walk on her own, and was returned to the coach that had brought her to the clinic.

"Here she is, Pearl, just like I promised." the crane car smiled, and gently handed her over to the smiling observation coach.

 _Hm... The coach's name is Pearl.. Interesting. Now who the hell is the one that was poking me with fucking needles?_ Dusk looked at the crane car just as she was gingerly placed in Pearl's arms.

"It's... a girl? How could you tell?" Pearl raised an eyebrow at the crane car. The crane car rubbed the back of its neck, clearly uncomfortable with this particular question.

"Well... You just um... Look up their skirt." the crane truck shrugged. Dusk slapped a white paw on her face, and shook her head. It took all her strength to hold back her laughter. Pearl snickered, she must have seen her reaction.

"That's pretty bad if the cat face-palms." Pearl giggled. "Thanks for saving her Wrench. I owe you one." Pearl rolled away as Dusk peeked over the observation coach's shoulder to look at the crane car.

 _So... her name is Wrench... How fitting._ Dusk's tail twitched.

Pearl had to find an owner for the cat before her break was over. She had an idea as to who would like the cat, but the coach in question also had a lover, who wasn't very fond of the idea of keeping a pet. Maybe, just maybe, the cat's appearance would make him change his mind.

Dinah was just about to head out on her break, when Pearl dropped by, cradling a black and white ball of fur in her arms.

"Hey Dinah. I'm in a little bit of a pickle here. Do you want a cat? This one," Pearl gestured to the cat, " came to me one night, and when I picked her up, I noticed she was shot."

"Shot? As in... with an actual bullet?" Dinah gasped. Who would harm such an innocent creature? Pearl nodded.

"Wrench patched her up, and gave her back to me. I can't take care of her, but I know _you_ can. Do you want her? She's really sweet." Pearl held out the cat to her. The cat looked up at Dinah with its piercing, yet beautiful, icy blue eyes. Dinah wanted the cat, but it pained her that Greaseball probably wouldn't want anything to do with it, or worse, throw it out, but... there was one friend she knew that just might want, no scratch that, _need_ this cat.

"Yeah," Dinah gently lifted the cat into her arms. "Her eyes are so pretty." she smiled, and rubbed the cat's white chin. The cat closed her eyes, and purred. It was a shame she couldn't keep it, but her friend needed this cat more than anything. She had overheard from several human workers that stroking a cat reduces stress, and lowers your blood pressure. Perhaps her friend could use the cat for this purpose. She waited for Pearl to leave, and then quickly skated away to the freight yard.

CB was slowly growing paranoid. It seemed that he couldn't let his guard down for a second anymore. The fact that he kept loosing sleep didn't help much either. The silence of solitude had slowly driven him off the deep end. Some days were worse than others. Sometimes he had gotten to the point to where he just broke down and cried. His shoulders were always tight, his body, and mind never receiving a break. He was surprised to see Dinah approach him, holding a ball of fur in her arms. She sat down beside him, and smiled warmly.

"I think I found something you'd like CB." Dinah let him take a look at the black and white fur ball in her arms. The cat lifted its head, and gazed at him with its piercing icy blue eyes, a stone cold color, like his very soul.

"Where did you find it?" CB gently stroked the cat's head. The cat closed its eyes, and purred.

"Pearl gave her to me, and I know Greaseball wouldn't let me keep her, but I heard stroking a cat can help relieve stress, so... I thought you would like to have her." Dinah gently sat the cat in his lap.

"It's... a girl?" CB raised an eyebrow. Dinah nodded. The cat stood on its hind legs, placed her white paws on the base of his chest box, and sniffed him curiously. CB chuckled, and gave the cat a neck scratch.

"Wrench told us it was a girl." Dinah stroked the cat's back. The cat's fur was soft, almost like down on a baby bird. CB noticed the cat's collar, and smiled.

"Heh, cool collar." CB then frowned when he touched a bare spot. He looked at the cat's flank, and noticed the cat's fur was rather thin in one area. "What happened to her?"

"Pearl told me she was shot. Poor thing. She's so sweet." Dinah touched the cat's scar, and the cat almost seemed to wince a little.

"She looks like she's still a little sore there." CB gently laid a hand over the cat's scar. This cat was rejected, left to rot, just like him. CB smiled, and scratched the cat behind her ears. "She's perfect." he looked up at Dinah. "Thanks."

"No problem. If you ever need anything, let me know." Dinah got up, and set out to head back to work. CB looked down at his new found friend, and smiled. For the first time in years, CB relaxed.

 **A/N: That actually has been scientifically proven. Oh, and by the way, if anyone wants to use the AU I'm working on (the one featured in the sequel to this) please feel free to use it, and my OCs, just credit me for the AU, and my characters. I might as well let everyone else have a little bit of fun with this as well! I'll see you next chapter!**


	4. Everything Is Not Quite What It Seems

Dusk let the humanoid caboose, CB, carry her home. Normally, she would have just walked, but with her just recovering from surgery, she would have to take it easy before she is fully healed. This world was strange, yet it fascinated her. Perhaps she could explore this world even further once she recovers. She rested her chin on his forearm, and slowly fell asleep.

CB chuckled softly as the cat fell asleep in his arms, and unlocked the door to his shed, accidentally waking his animal companion. He was given his own shed because Control did not want anyone else to get hurt if he should snap in the middle of the night, and to prevent him from hurting himself from... his _curse_. The cat looked up at him, and meowed. He smiled, and opened the door.

"Here we are little buddy! Home sweet home!" CB gently placed the cat down on the floor. The cat sniffed around for a little while, and then laid down on the rug in front of the couch. CB smiled, and sat down on the couch. Now that that was out of the way he had to come up with a name for for his new friend.

"Hmm..." there weren't very many decent names for a cat like this. She was awfully lucky someone had found her, but Lucky wouldn't fit her appearance. "How about.. Jinx? That sounds nice." CB looked down at the cat, who was looking up at him. CB chuckled, and patted the couch cushion next to him. "Come 'ere Jinx! Come 'ere!"

Dusk bunched her muscles, and leapt onto the couch beside CB. Her side throbbed a little bit, but it wasn't the worst she had been through. She actually liked this new name, but she knew it would be a matter of time before he discovers her true identity. The best she can do for now is put up a ruse to prevent him from becoming suspicious. She arched her back, and purred as CB gently stroked it. She meowed, and bumped her head against his hand, trying to make it look more realistic. She stiffened a little when she realized she had left her satchel back where she transformed. She would have to go out, and search for it, but she couldn't just leave CB. He was too attached to her at the moment. Besides, she had to wait until the next full moon for the portal to open again. CB seemed to notice her break in character, and gave her a puzzled look. Dusk meowed, and rubbed against his side, hoping he would forget about it. It seemed to work because CB chuckled softly, and scratched behind her ears.

"You silly cat." CB's smile faded when he realized Jinx wasn't shedding at all like a normal cat. He stroked her back again, and looked at his hand. There wasn't a single strand of fur on him or the couch.

"Huh." CB picked her up, and looked at her icy blue eyes. That was an unnatural eye color for a cat. This cat... it wasn't normal.

After a few hours, CB fed Jinx some chicken from the rations he was given. The poor cat scarfed it down. She might not have had anything to eat all day. The cat perplexed him. Jinx was... sleek, much more than an average cat, not to mention she seemed to have more muscle, but he couldn't worry about it for very long. He needed to rest for, what little, work he had tomorrow. He gently scratched Jinx's head.

"G'night Jinx." CB headed off to bed. Dusk sat there, and waited to make sure CB was truly asleep. Once she was sure CB had fallen sleep, she jumped onto the window sill, unlocked the window, and opened the window just wide enough for her to squeeze through. She slipped outside, quietly closed the window behind her to prevent raising any suspicion, leapt from her perch, and took a rather hard landing. She grimaced and hissed as her flank throbbed, but she had no choice but to grin and bear it. She looked around, making sure no one was watching, and triggered her transformation.

Some of her skin gave way to black armor accented with red, the color of the blood of her enemies, as she grew in size and muscle. Her paws became more like huge clawed hands, and her adrenaline levels soared through the roof as she felt a surge of power course like liquid fire in her veins. She stood on her hind legs like a man, signaling the end of her transformation. She was now in her battle form. She took a large breath of fresh air. Oh how she relished the freedom she now greatly missed. She towered over human in this form, and this only made her feel all the more powerful.

Greaseball was headed back to the diesel shed to have some _quality time_ with Dinah after a hard day, when something rushed past him, and bumped into his elbow. He yelped in surprise, and came to an abrupt stop. He looked around. Nothing. Maybe he was imagining things. He considered taking the other track instead when a huge dark figure skulked into view. He felt a mix of fear and wonder as the figure stepped into the moonlight, revealing a strange and powerful beast. Its icy blue eyes were cold as stone, and its fur was black as night. It had a huge white snout, powerful white paws, and a white tail tip baring blood red spikes like a mace. Its white under parts however, looked soft and vulnerable compared to the rest of the creature. The creature had a muzzle shaped similar to a cat's, same with the creature's pupils, but it could easily be mistaken for a were-wolf if the one witnessing such a great beast just looked at its physique. He could see the creature's muscles ripple under its thick fur, and the spiked collar gave it a comedy relief of sort, making it look like somebody's pet. This creature was heavily armored, built to fight, born to kill. The beast simply gazed at him with immense curiosity. The creature tilted its head to the side, and let out a strange noise.

Dusk held back a smile at the humanoid diesel's reaction. The scent of his pomade, and cologne was strong, almost overpowering, but that wasn't what drew out a chuckle. The diesel resembled a greaser. Boy, did _that_ bring back memories. The nineteen fifties was the golden age of rock 'n roll, and the decade where cars were works of art, but it wasn't near as fun as the nineteen twenties though. She regained her focus. She was loosing moonlight, and she needed to find her satchel before dawn.

Greaseball rolled back a little as the creature went down to all four paws. It whipped around, and raced away. It was lightning fast, and just as quick as it had appeared, it had disappeared into the darkness. He was frozen in both shock, and fear for what seemed minutes, and then raced home as fast he could. Did he really just see that?

Dusk barely felt the pain in her flank as she raced to the portal's location. Adrenaline was her friend, just like the silence of solitude. She felt she could run for miles in this form. She finally reached her destination, and sniffed around on the ground. It didn't take long to find her bag. She quickly snatched it, and raced back to CB's shed at the outskirts of the train yard. When she returned, she reverted back to her cat form. The pain in her flank was much more noticeable now, but that didn't mean much to her. She leapt onto the window sill, opened the window just wide enough for her and her bag to squeeze through, quietly slipped inside,closed the window behind her, and locked it. She froze when she heard what sounded like sobbing. Her ears swiveled, and her tail twitched. CB was awake. She leapt from her perch, hid her bag under the couch, and then poked her head out from underneath the couch.

She listened. It sounded like CB was in his bedroom. She barely knew him, but she was concerned about him. She raced to the bedroom door, and her heart sank at the sight. CB was holding his head in his hands, crying like a young child. He seemed so cheerful when she first met him, but that was clearly an illusion. She cautiously approached him, who knows how he truly behaves. It was risky, but the caboose needed her help.

 **A/N: This chapter contained a fun fact about were-cats. Were-cats cannot shed their fur, which is both good and bad. The good part is they are very low maintenance. The bad part is if they have a very thick coat of fur, they will be miserable in the summer. And CB has a shed away from everyone else to make sure no one gets hurt. How's that for an introduction with Greaseball? It seems our little caboose is a little distressed, but what is causing his troubles? Find out in the next chapter!**


	5. Comfort

**A/N: I'm back finally! Prepare for some angst, and a rather depressing headcanon.**

CB had abruptly awakened yet again, from another night terror. No one would ever understand his pain, but he showed them by making their lives miserable, or worse, even killed them. If he is to suffer for almost an eternity, then everyone else ought to feel his pain. If only the night terrors would end... maybe someday... that wish may come true. He snapped around when he felt something soft brush against his leg, and looked down to see Jinx. She flinched a little at his reaction. He had given her quite a start. He relaxed, but the the visions were still fresh in his mind.

Dusk looked into his eyes, and read him. She was alarmed by the fact that he had killed several engines before she was given to him, and caused a crash that nearly killed a young steam engine. He felt no remorse because he wanted everyone to know his pain. However, it seemed he was prone to night terrors. They had driven him off the deep end, just like her.

CB felt uncomfortable at how the cat stared into his eyes for what seemed minutes. It felt like she was staring into his very soul. The cat blinked, and sat down, still looking up at him. Jinx meowed, stood on her hind legs, and pawed at his bed, as if she was asking permission to join him. That was another thing that separated her from other cats. Her intelligence level... was almost human. He patted the mattress, inviting to join his side. Jinx leapt onto the bed, and climbed onto his lap. He smiled weakly, and went to pet her, when Jinx stood on her hind legs, tried to paw at his chin, and meowed, as if she was asking him to lower his head. He reluctantly lowered his head, and Jinx gently patted his cheek just beneath his eye, as if she was trying to wipe away his tears, followed by a quick lick on his nose to give him a kiss to provide him with a little bit of comfort. This cat... she was smarter than he could have ever imagined.

CB smiled, and picked her up. He cradled her like a baby, and gently scratched her chin. Jinx seemed to smile as she purred. She understood human emotion... She understood him. That was when he was grateful for Dinah giving her to him. She was a blessing to him. He laid back onto his bed. Jinx wiggled out of his grip, and then laid on his chest box. He could barely feel the weight of the cat. It wouldn't stop him from breathing.

Dusk knew humans found a cat's purr to be soothing, almost therapeutic. Perhaps this counts for humanoid cabooses as well. There was only one way to find out.

CB smiled as Jinx closed her eyes, and started to purr. It was one of the very few things that helped him relax. She seemed to know how to keep him calm. Before he knew it, he had fallen asleep.

Dusk stayed awake the whole night to make sure he wouldn't have another night terror. Whenever he showed signs he was having one, such as a sudden twitch, or a change in his peaceful expression, she purred to soothe him, and to bring him out of it. It seemed to work because CB didn't make a sound. As long as he was getting some much needed comfort, she was content.

 **A/N: Well, that's another chapter out of the way. Poor CB has a case of Parasomnia. It is unusual behavior of the nervous system during sleep. It's pretty much anything unusual that happens to someone during sleep, including night terrors. It is usually caused by depression, or trauma. In this case, it's trauma due to him being left to rot and neglected for a long period of time before Control found him. Were-cats have the ability to "read" other people. They can look into the other person's eyes, and tell if the person is lying, the person's mental state, the person's current situation, or the person's past. The next chapter should be up shortly. See you later!**


	6. Tapping Into Another World

**A/N: I live! Anyway, on with the story.**

Dusk hid a gentle smile as CB slowly awoke as the sun peered through the curtains on the bedroom window. She climbed off his chest, and leapt down from his bed onto the floor. She winced as she felt the pain in her flank. It wasn't as noticeable as before. That was a good sign. She slowly made her way out of the bedroom.

CB sat up, and stretched. He had never slept so well in years. He slowly got out of bed, and made his way to the kitchen. Jinx was sitting by the counter, nodding off. She looked like she was up all night. He had a quick breakfast, and made sure Jinx was fed before he plopped down onto the couch to relax a little before heading to work. Jinx was asleep on the rug in the living room. He held back a chuckle, for he could hear her snoring lightly. He bent down to check his axles, which have grown to bother him lately, and noticed a strap poking out from underneath the couch. He pulled it out from underneath the couch, revealing a satchel.

He never carried anything of the sorts around, but clearly it was meant to be hidden. He sat up, placed the bag on the cushion beside him, and opened the bag to see what was inside. He pulled out a small leather pouch, and could hear its contents jingling inside. He opened the pouch, and looked inside. To his surprise, there were large, strange looking gold coins inside it. He pulled one out, and held it up to the light to get a better look. The coin shimmered in the light, and bared such intricate designs. The head of the coin depicted what looked like a lion, and the tail of the coin depicted a griffin, and a dragon, both facing each other, reared up, and roaring.

He had never seen such a thing like this before. Perhaps Purse would know where this came from. He set the coin aside, closed the pouch, and returned his attention to the satchel. He pulled out what looked like a blue scroll. Curious, he unrolled it, and his eyes grew wide. It was a blueprint for what looked like a weapon of mass destruction disguised as a mechanical dragon. The owner even wrote the machine's name in the top right corner: _Athena_. Clearly, the owner was not the one he would want to challenge in a fight. He rolled the blueprint back up, set it aside, and dug around in the satchel once more. He found a small bag of earrings, black lipstick, and spiked bracelets that matched Jinx's collar. That was odd... Could there be a connection between Jinx, and this bag?

He jumped a little when he touched something hard, cool, and leathery. He reluctantly grabbed hold of it, and pulled it out, revealing an ancient, thick book with a sturdy black leather cover. The pages had grown yellow with age, but the cover seemed to appear ageless. The title read: _'Conjuring Nightmares and How To Control Them'_ in silver. Now _that_ sounded interesting. He looked at the clock, and grimaced. He needed to hurry if he is to arrive to work on time. He rushed out of his shed, with the book, and coin in hand.

Dusk woke up with a yawn, and stretched. She got up, and looked under the couch to retrieve her satchel, only to find it wasn't there. Alarmed, she looked around, and found it on the couch. She leapt onto the couch, and poked her head inside her bag, checking to see if everything was there and accounted for. Fear turned to panic when she found her book was missing. If that kind of knowledge falls into the wrong hands, the consequences would be dire, but... the book was complete nonsense to most, almost incomprehensible to those who were sane, or normal. However, CB was a different story. He may be able to comprehend the book's bizarre writings. There was only one way to find out. She had to wait, and see if he would attempt to conjure a nightmare, and if he would succeed.

"Son of a bitch.." Dusk growled.

CB read the book as much as he could during his breaks, and free time. This book was not for those who were sane. It was made for those whose thoughts were... different than everyone else's. He gained a basic understanding of the key to conjuring these _nightmares_. The conjurer will need to have access to the darkest recesses of their mind, whether it is fear, sorrow, or anxiety. All he had to do was think of whatever he wanted to summon, and it would appear. He looked off in the distance, and gave it a try. He brought back a memory of the murder of one of his victims. He felt pride in his handiwork, but nothing happened.

He frowned, and looked down at the book. He did it exactly as the book had instructed, but nothing happened. He heard the familiar voice of Electra, and looked up to see Purse in Electra's company. CB quickly got up, and eagerly approached the money truck. Krupp gave him a suspicious glance, but did nothing to stop him.

"Hey Purse, do you have any idea as to what this thing is, and where it came from?" CB pulled out the coin, and offered it to Purse. Purse looked rather surprised at the caboose, but he took the coin anyway. Purse frowned as he examined the coin. Apparently, the money truck had no idea where it came from.

"What the hell is this thing?" Purse flipped the coin over, and examined the other side. "Where the hell did you find this?"

"It was in a bag I found under my couch. I have no idea who it belongs to. It's certainly not mine." CB's hopes of learning the coin's origins were tossed out the window.

"Do you mind if I keep it, and do a little research on this?" Purse was intrigued by this gold piece. He wasn't sure if this was what humans called a "coin", but it didn't seem to be made by man. The intricate and beautiful designs were not the trademark of man-kind. Could it be... from somewhere undiscovered? He didn't know. All he could do was dig around, and see what he could find.

"Nah, I don't care really. If you ever find anything about that coin, let me know." CB was perplexed by both the coin, and the book. Could it be possible since the book had knowledge of another world... could the coin be from another world as well? He went back to the freight yard, and resumed reading. He noticed the third to last page was marked, so he quickly thumbed through the pages to find it. What was on that page made him hesitate. It was a warning in bold black letters that read: _Warning! This Nightmare Is Only To Be Summoned By Masters Of The Arcane Arts! Any Inexperienced Students Will Risk Bodily Harm, Or Death!_

He considered just going back to his original place, but his curiosity got the best of him. He flipped the page, and carefully read the instructions.

 _There is only one nightmare that can only be summoned in a ritual: The Nightmare Dragon. It rules over the Nightmare Realm, and it to be treated with respect. It is the one creature nightmare that is resistant to sunlight due to a thick cloud of smoke, which becomes toxic to the dragon's attacker. It is difficult to control, and only a master of the dark arts is capable of performing such a feat. The ritual does not require an incantation, but merely simple items a conjurer should always have on hand. You will need the following items._

 _1: A filled ovarail._

 _2: A vial of fresh blood._

 _3: A piece of chalk, or a stick._

 _4: An area large enough or the ritual to take place._

CB checked the glossary on the last page, and found that an ovarail is, in fact, what something calls, a soul stone, or soul gem. Apparently, when it is filled, the gem will glow brightly. When empty, the gem will not glow at all. He flipped back to the page, and continued reading.

 _The ritual itself is fairly simple. You may draw a large circle that is thirty feet in diameter, but it can be smaller. However, The Nightmare Dragon will emerge much quicker in a bigger circle. Write the runes inside the circle around the borders as how the diagram below shows. It merely translates to: 'Bring Forth The Great King' in Latin._

CB carefully examined the diagram below it. If it was this simple, why would only a master summon this thing? CB continued to read, trying to find answers.

 _In the very center of the circle, pour the fresh blood in an even smaller circle, any size will do, and place the ovarail in the center of the blood circle. It is strongly suggested to quickly get out of the circle before the portal opens, or the caster may vanish into the Nightmare Realm._

 _Once summoned, The Nightmare Dragon must quickly be under control. Otherwise, it will destroy, and slaughter everything in sight, including the caster. However, it does seem t have one weakness. The gateways to its soul can be temporarily destroyed, banishing it back to the Nightmare Realm before being conjured again._

CB stared at the diagram. Perhaps he could attempt to summon this creature. It would be an impressive feat if he pulled this off. Not to mention it seems to lack the requirement to easy access to the darkest part of his mind. All he needed now was the ingredients.

 **A/N: Oh CB look what you're getting yourself into! Well, that's another chapter out of the way. If you are wondering, ovarail is pronounced like this: Oh- Vuh- Rail. I should have the next chapter up shortly, but until then, see ya later!**


	7. Meet Coal

**A/N: Coal is one of my OCs (along with Freakshow, but she won't come until later), so if you ever want to use them, please ask me, or credit me for them. I'm hoping to reveal their backstories sometime soon. Also, a quick warning of an inappropriate subject, and some language in CB, and Coal's conversation. Anyway, on with the show!**

CB perked up when he heard a familiar whistle, Coal, his old friend. Coal rolled into the freight yard, and surprisingly looked rather relaxed, the exact opposite of the monster dwelling deep inside the steam engine. Coal's black paint was restored to its former glory a couple years ago after the humans started to restore him, but there were a few patches of rust that needed to be tended to. He must have been slacking off because he was spotless, no surprise there, or he could have just got out of the communal shower. The steam engine spotted him, smiled, and sat down beside him.

"So, how's my buddy doin'?" Coal actually smiled this time, an unsettling wolfish grin.

"Doin' well, and you?" CB raised an eyebrow. Coal stretched, and reclined.

"Ah, nothin' much, just taking a little break of my own that's all. " Coal chuckled. CB nodded.

"How 'bout it? You up to having a night on the town tonight?" Coal winked. They had established their own little code, and this was meant as a question if CB was up to join Coal kill any human that dared to poke his or her nose in the train yard at night.

"Ah, I don't know. I've got to get home to Jinx." CB shrugged. Coal gently elbowed him.

"Ah, you've got a girl, eh?" Coal raised an eyebrow, and smirked. "What's she like? Is she good in bed?"

"She's actually not a coach. She's... my cat." CB looked at the ground for a few moments. "I don't like to leave her alone for very long. She's... different."

"What do you mean different?" Coal simply gazed at him with his fiery amber eyes, the one thing that sticks out the most on a steam engine.

"She's smart. She knows how I show emotion. Last night, she seemed to know I had another one of those damned nightmares, and she comforted me. The way she reacted... it almost reminded me of..." CB was quiet for a long time, "mom."

"What did she do?" Coal had honestly began to think CB had finally became a little too crazy for him. CB didn't answer right away.

"She... climbed onto my lap, patted my tears dry with her paws, licked my nose to give me a kiss, and lulled me to sleep with her purring. I think... she actually stayed awake the whole night because when my nightmares started up again, I could hear her purr, which brought me out of it." CB looked at Coal. "Have you ever seen such a thing before?"

"Uh... no, but I saw a sappy movie once where a dog protected a kid from a mountain lion." Coal shrugged. "Dude, I don't know what's up with your cat, but you've got a cat that's worth somethin'. I've seen humans use _service animals_ to perform everyday tasks. Perhaps your cat is one too." Coal snickered, and smoke billowed from his nose. "If I was that damn dog, I'd let that mountain lion eat that kid, maybe even join him." Coal held back a growl. It was true. Those humans deserve it after leaving him to rot in that forsaken scrapyard, until he escaped. Once CB found out, he had started to take a liking to the, normally grumpy, steam engine. Coal knew what he had been through, and that was what led them to become friends.

"I don't blame ya. You know, you might be right. She could be a service animal abandoned by her human." CB has never really thought of it that way before. Coal opened his mouth to speak, but he quickly shut his mouth with a click, and narrowed his eyes as Greaseball dropped by. The two engines were always suspicious of each other, no matter what CB told them.

"Hey, CB, I need ya for a passenger train. You up for it?" Greaseball raised an eyebrow. CB smiled.

"Sure," CB stood up, and looked back at Coal. "See ya," CB coupled up behind Greaseball. Coal smiled weakly.

"Yeah, see ya." Coal watched them leave, and his smile turned to a feral snarl. One day... he will make those humans pay.

 **A/N: Well, how's that for a first impression? This also provides a little bit a foreshadowing for the AU that is featured in the sequel that should come out as soon as I'm finished with this one. Coal obviously has anger issues, and a grudge against man kind. I'll see if I can reveal Freakshow sometime soon. Anyway, see you later in the next chapter!**


	8. Making Connections

**A/N: I decided to add a cool little fun fact here. I found it to be pretty interesting, and what better way to share it than making Greaseball have a "Come at me bro" moment. Once again, anyone is more than welcome to use Coal, and Freakshow, just ask me or credit me in the summary or author's notes. I believe cat owners will understand one part of this chapter. Anyway, on with the show!**

That evening, CB returned to his shed, and Jinx came racing up to him, meowing, and rubbing against his legs. CB smiled, and scratched behind her ears.

"Missed me much?" CB chuckled. Jinx gazed up at him as she trailed after him, staring at the book he was holding in his arm.

Dusk was relieved to see her book was safe. Hopefully, CB couldn't understand it.

"Sorry, Jinx. I can't spend more time with you right now. A few good friends of mine are comin' over tonight." CB plopped the book onto the couch next to the bag, and headed for the kitchen. Dusk sat down on the floor, careful to stay out of the way, and watched him prepare a meal for his upcoming guests. She ambled back to the couch, bunched her muscles, and then leapt onto the couch. She checked to make sure CB wasn't watching her, and quickly shoved her book into her bag. She felt much better knowing her book was somewhere safe. She leapt from the couch, and raced back to her original spot.

CB stopped, and turned around when he heard heavy paw steps that sounded as if a bull was running through the shed. He looked down to see Jinx sit down on the floor. CB chuckled, and shook his head. How could such a small creature make so much noise? He returned his attention to getting ready for his guests. After a while, he noticed Jinx wandering around at the corner of his eye. Apparently, she had lost interest in watching him. She ambled from window to window, peeking through each of them, as if she was keeping looking for someone. Maybe she was on the look out for his friends.

Dusk was curious about these _friends_. Perhaps she could get more information about this world, or better yet, learn more about CB. She had grown to like the caboose, almost protective of him, like a loving mother. It was obvious he needed someone to support him, and his so called _friends_ weren't doing a very good job at it, so she took up the responsibility to look after him herself. After an hour or so, she headed back to the living room, laid down on the soft rug, curled up into a little ball with her nose tucked under her tail like a fox, and slowly fell into a light doze.

A couple hours later, she jumped as she heard the door open. A light blue electric engine with a red, white, and blue Mohawk, and a bright red LED display on his chest, entered, followed by his components. She recognized one of them, Wrench, the repair truck. The way the electric engine moved almost made him look... elegant. Was he someone of high status? Was he royalty? Dusk got up, and stretched just before the diesel engine, the one she had seen the night before, followed the components inside. Her ears perked up. This was the engine she was curious about.

Greaseball froze when he spotted the cat in the living room. The pattern of its fur, the spiked collar, and the cat's eyes all matched the creature he had seen the night before. It was...eerie almost. The cat was staring right at him, just as how the creature had done. It didn't pay attention to Electra or his components. He, Greaseball, was the center of the cat's attention. The cat trilled, and tilted its head to the side. As ridiculous as it may seem, he started to think the cat had something to do with whatever he saw last night.

"Looks like she likes you Greaseball." CB chuckled, interrupting the diesel's train of thought.

"Uh," Greaseball cleared his throat. "Yeah. When did you get a cat?" he needed to know when the cat arrived in order to confirm his suspicions. If the cat arrived the day before, then the cat clearly had something to do with the creature.

"I got her yesterday. Dinah gave her to me." CB sat down on the couch. The cat turned its focus to CB, and joined his side. CB smiled, and scratched the cat's back. "I named her Jinx."

That tiny bit of information confirmed Greaseball's suspicions. The creature had not appeared until last night, the same day the cat arrived, who looked eerily similar to the creature he got a glimpse of.

Dusk looked at the electric engine beside CB. She curiously sniffed at his wheels, and picked a wide range of scents she couldn't identify. There was one that stood out, human. He must be popular, or a social butterfly. She froze as the electric engine shifted his skates. Curious, she stood on her haunches, and peered over the cushion to look at him. That got a chuckle out of CB. The electric engine looked down at her, and snickered. Dusk could hear his components chuckling softly.

"Can I help you?" the electric engine raised an eyebrow.

"I think she wants on your lap, Electra." the dynamite truck giggled.

 _His name is Electra... how original_. Dusk held back a snicker. Electra rolled his eyes.

"Are you kidding me? I'm not letting that _thing_ on my lap!" Electra scoffed.

"She doesn't shed at all, Electra. Watch," CB vigorously rubbed the cat's back, and then held up his hand. There wasn't any fur in the air, nor on his hand. Electra gave him a puzzled look. CB fixed Jinx's fur. "I know. It's weird."

"Well... I suppose she can sit _next_ to me." Electra patted the cushion beside him. "Come on, cat. Let's get this over with."

Jinx quickly took up on his offer, leapt onto the couch, and sat down beside him. She simply gazed at him with her icy blue eyes. Electra was taken aback by the cat's eye color. It stood out from the cat's black, and white fur, and was a very cold color. It went well with the cat's spiked collar. He reluctantly stroked the cat's back, and watched as the cat's eyes grew wide.

Dusk could feel the static electricity emanating from Electra's hand. She decided to absorb some of that energy, just on case she needed to use her ability while she was here.

Electra felt a small amount of energy leave him, and simply gazed a the cat, who had started to rub its cheek against his hand.

"You didn't shock it?" Purse was surprised to see the cat perfectly unharmed after direct contact with his master.

"No, apparently not." Electra was just as perplexed as Purse was. Joule rolled closer, and picked up the cat. The cat's fur was on end, but that was about all Electra had done to her. She gently scratched underneath the cat's chin. The cat closed her eyes, and started to purr.

"Ooo, somebody likes that!" Joule giggled. Greaseball rolled his eyes.

"You are ruining that cat." Greaseball shook his head.

"Looks like somebody is jealous." Electra crossed his arms.

"I'm not jealous. I'm just calling her out on it." Greaseball growled softly. Jinx perked up, and looked at him. She meowed, and stretched her paws out to him.

"I think she wants you, Greaseball." Joule smiled, and held Jinx out to him. Greaseball considered Jinx for a moment, and then carefully lifted her into his arms. He held the cat out in front of him for a few moments, noting every little detail, including a bare spot with a scar on the cat's flank. He had seen something of the sorts when the creature turned, and left, but it was hard to tell in the dim moonlight on that night.

Dusk gently pawed at Greaseball's nose, which prompted a chuckle out of the diesel. Greaseball held her against his chest, and she could see her reflection in his chrome. She looked over her shoulder as she heard the shed door open, and her eyes grew wide. A black steam engine with amber eyes rolled into the shed.

"Seriously? You want _that_ piece of scrap?" Greaseball scoffed. The steam engine gave him a warning glance. Greaseball only rolled his eyes. "Oh please, do you really think you can take me on?" Greaseball smirked.

The steam engine froze, and turned to Greaseball, his amber eyes smoldering. "I hope you know steam engines have more horsepower than diesels. I can beat you in a brawl with one hand tied behind my back." black smoke started to billow from the steam engine's nose, as the fire in his firebox rose, and glowed brightly. Greaseball put Jinx down onto the floor, and took his stance, accepting the steam engine's challenge.

"Come at me rust bucket!" Greaseball smiled, taunting the steam engine.

Dusk saw CB grimace. Clearly, he wasn't comfortable with the two engines fighting, let alone fight in his shed. She was completely motionless, watching both engines closely to see who would lash out first. She could hear Greaseball growling deep in his chest. It surpassed her own when she was in her battle form, impressive, but that didn't matter at the moment. The steam engine clenched his fists, and lunged for Greaseball. Dusk immediately sprang into action, placed herself between them, using her own body as a shield, as she arched her back, and hissed at the steam engine as a warning. The steam engine went to kick her, when CB finally spoke up.

"Coal, don't," CB stood up, "she knows I don't like you two fighting, and she's never met you two before." he paused. "Now do you know why I see her this way Coal?"

The steam engine, Coal, stopped, and looked at CB. Apparently, CB had already told him about her. Coal glared at Greaseball for what seemed minutes.

"Fine," Coal hissed, and sat down on the couch with his arms crossed. That must be his way of pouting. Greaseball looked down at he cat in shock. Clearly, Jinx, or should he call her the creature, had no ill will towards him whatsoever. Perhaps he could try to befriend her. Who knows what she is capable of.

 **A/N: Phew! Another chapter out of the way! Steam engines are actually stronger than diesel engines, almost twice as strong actually. It makes me wonder just what Starlight Express would be like if Mr. Webber knew that. Would Rusty, and Greaseball swap roles, or would Greaseball literally be that stupid? As you can see here, Greaseball is starting to figure Dusk out... surprisingly. In case you can't tell, Coal has anger issues like really bad. It's actually kind of funny to watch him go on a rampage...from a safe distance. Anyway, next chapter should be up shortly!**


	9. A Nice Little Get Together

**A/N: I live! A quick warning of language, slight gore, and a reference to a disturbing urban legend. This chapter will give only a hint about Dusk's past, but I'm planning to explore that a little more once I get done with this story. Anyway, on with the show!**

Not long after that, Dinah, the dinning car that gave Dusk to CB, managed to sneak in undetected, well, almost undetected. Dusk lifted her head, and trilled, alerting CB that someone new had arrived. CB smiled warmly.

"Hey, Dinah," he tensed up a little when Greaseball glared at him. He knew the diesel was suspicious of him with Dinah. Jinx rubbed against their legs, breaking the tension between them.

"Hello, CB." Dinah nodded in acknowledgement. She jumped a little as she felt something soft brush against her leg, and looked down to see CB's cat looking up at her, and purring. Dinah smiled, and picked her up off the floor.

"Why hello! I haven't seen _you_ in a while!" Dinah scratched the cat's chin. The cat closed her eyes, and purred.

"You've seen this cat before?" Greaseball sounded rather... uncertain, strange for the usually overconfident diesel engine.

"Yes, I gave to CB because I was afraid you wouldn't like her. Is there something wrong?" Dinah held the cat close, afraid she had done something to anger Greaseball.

"No, I'm fine. I was just wondering." Greaseball had gone back to his old self again. Whatever that was eating at him, was now pushed to the back of his mind.

Dusk could tell Dinah, and Greaseball were a couple. She felt happy for them, but her joy quickly faded when the thought of a couple brought back the memory of that one day... that dreadful day. She felt tears begin to form in her eyes, and she quickly pushed that cursed memory to the back of her mind. She could not afford to break her cover right now.

Dinah situated herself in the corner, still holding the cat. She steered clear of Coal. She knew what he was doing to those weak and defenseless humans, and she wanted nothing to do with him. She grew pale when she noticed a patch of dried blood, human blood, on his forearm. She shifted nervously. The sight was stomach churning. Greaseball noticed Dinah's reaction, and whispered in Coal's ear.

"I told you to clean up afterwards. You know she can't stand the sight of blood. Remember last time she saw blood on you, when she passed out?" Greaseball growled softly.

"Look, I'm not perfect. You can't expect me to be spotless. Besides, it's barely noticeable. Not to mention, the workers will become suspicious if they see me out this late at night headed for the showers. Look, I don't want to wash if off in here because I don't want to frame my bud fir murder, unlike that human who was believed to have killed two kids." Coal spat quietly. He couldn't help, but smile at his handiwork. The two human children didn't stand a chance against the machine he threw them into. Their bodies were reduced to a mushy, and bloody mess. The uncle of the two children was presumed to be mad to begin with, so it provided the perfect cover. It was infamous enough it had become an urban legend that teens, and young adults tell each other, and pass down from generation to generation. He had left a legacy for the humans to remember him by.

"Well, how do you plan to deal with it then?" Greaseball crossed his arms.

"Simple," Coal smirked, and licked the blood off his forearm. Everyone exclaimed in disgust, and before Greaseball could catch her, Dinah fell to the floor, unconscious.

"You asshole! You know she can't stand gore!" Greaseball was furious at Coal.

"What else could I do? Just roll on outside, and say 'Hi, I just fucking killed a human! Haul me off to the fucking scrapyard!?' " Coal bared his teeth. Thick black smoke billowed from his nose, and between his teeth as a fiery glow could be seen at the back of his throat when he spoke. He looked like he was ready to reduce the whole train yard to rubble. Electra stood up, and opened his mouth to speak.

"Coal, you know CB does not want you to fight anyone, let alone a close friend of his. All I ask of you is to refrain from violence. I do not wish my master to become involved." Krupp, who had been silent this whole time, now bared a scowl on his face, the first warning. Electra sat down, and let his armaments truck do the talking.

"Or what?" Coal let out, what sounded like, a soft growl. Greaseball snickered. It must be hard to be intimidating for Coal when he can't even let out a full blown growl. Krupp reached for the gun in his holster.

"I am afraid I will have to end it before it even begins." Krupp gave Coal the second, and final warning. Coal snorted like a dragon, smoke billowed form his nose as he calmed down, and his fire lowered. Coal reluctantly sat down on the couch. Krupp nodded, relieved that he didn't have to use force.

Dusk wiggled out from underneath Dinah as Wrench sprang into action, checking Dinah for wounds, or trauma. Dusk whipped around when she heard the armaments truck snicker softly. She narrowed her eyes. Clearly, he enjoyed watching others suffer, almost like her, but this was just embarrassing. The money truck beside him sighed in relief. Either he was glad the armaments truck prevented as fight, or he was glad to see she was okay.

"Your coach is fine, Greaseball. She will come to in a few minutes... like last time." Wrench sighed, and shook her head. "Coal, you should have washed it off in the sink. We can use bleach to get rid of the blood in it."

"Oh please! It's not the end of the world when someone passes out." Coal scoffed, and rolled his eyes. Jinx looked at CB, and meowed.

"What? You hungry?" CB raised an eyebrow. Jinx scampered into the kitchen. CB chuckled, got up, and followed her.

Hmm... Now that you mention it, my fire is getting a tad bit low. Do you have anything I can chow down on?" Coal raised an eyebrow at the caboose.

"Yeah, go on, and help yourself." CB nodded.

Dusk lapped up her tuna salad, and fresh cream, a rare treat, as she watched the engines, and components sit down together, and enjoy their meal. She was unsure if they were bloodthirsty predators, but they seemed civilized enough. Dinah eventually came to, and joined them. Dusk watched their every move, ready to flee if they showed any signs of aggression towards her. CB must have lost his appetite after the fiasco with Coal, which was understandable, but Dusk had seen far worse. If there one thing that she learned while she was in the service, it was the fact that war was Hell on Earth. She stiffened a little as Coal stood up. Apparently, he had eaten his fill. She watched him like a hawk as he put his dishes in the sink.

She hunkered down in the corner, steering clear of the engines. Once they all had their fill, they stuck around for a while, catching up on the more interesting events, and rumors of the week. She stayed close to CB, feeling more comfortable around the caboose she knew, rather than a complete stranger. After a few hours, they all left, leaving her, and CB alone once again. CB sighed, stood up, and started to clean up. She wanted to help him, but she couldn't reveal her secret to him, at least not yet.

When he was done, he went straight to bed. Dusk leapt into bed with him, and kept a watchful eye over the caboose. She still found it difficult such a sweet, and kind person, er, caboose, was haunted by the shadows of his past, just like her. At least she wasn't the only one who felt tortured around here. She caught herself nodding off, and shook her head. It was late, and she was tired, but she needed to watch over the caboose she had grown to adore. Within an hour, she had fallen asleep.

 **A/N: Phew! The urban legend I'm referring to goes by two names: "Farmer John's Slaughter House" and "Meat Grinder". It's my favorite urban legend because of the creep factor it has. Next chapter will be up shortly. Until then, see you later!**


	10. Shadows of the Past

**A/N: Just a brief warning of a vivid night terror, and some gore in this chapter. Let us begin.**

 _The stench of blood, and the wails of the wounded and dying filled the air. It was pure Hell. She felt pure agony as she laid on the ground, bleeding out, and screaming. The all too familiar stench of many rotting corpses replaced the scent of blood as the wailing grew silent. She saw many dark figures emerge from the smoke of the battlefield. They were sobbing, forever suffering in the void. Their armor had corroded over, and rotted away, as well as their flesh. Maggots wriggled their way around the reanimated corpses, feasting on their cold flesh._

 _They reached out for her. Some grabbed her by the legs, begging for mercy. Others were wailing in agony, or sorrow. She felt a cold hand wrap its bony fingers around her neck, and began to squeeze._

Dusk woke up with a start, and wildly looked around, shaking. She sighed. It was just another night terror. She looked up at CB, who was sound asleep. She noticed he was holding her like a teddy bear. That might have explained how she felt being grabbed. She felt him tense up, not a good sign. She closed her eyes, and purred. The well being of the caboose was far more important than some petty nightmares. She felt him slowly relax.

She opened her eyes, and looked up at him. He needed someone to comfort him, something to look forward to when he comes home. He was almost like a child to her. She laid her head down on his arm, and was surprised to feel, what she thought was, a pulse. These machines were living breathing creatures, just like her possessed machines at home. She had much to learn about this world. She struggled to stay awake. She needed to rest, but she also needed to watch over CB, the precious caboose that wiggled his way into her heart. Her whole body felt heavy, as if she was made of iron. Her body yearned for sleep, but her mind screamed at her to not give in. Before she knew it, she had drifted back to sleep.

The next morning, she woke up, when she felt CB climb out of bed. She yawned, stretched, and jumped out of bed to follow him. CB had a quick breakfast, fed her, and headed to the bathroom to take a shower. Dusk titled her head to the side, perplexed. She had heard Coal talking about a communal shower of some sort, but it seemed the sheds were equipped with one. Perhaps, the older sheds lacked them, and instead of wasting even more money on remodeling every shed, they built a communal shower to save a little pocket change. She laid down on the rug on the living room floor, and rested her head between her paws.

CB had dried himself off, and headed back to the living room. He sat down on the couch, and pulled the bag out from underneath the couch. Jinx lifted her head to look at him for a few moments, and her tail twitched. Something had her agitated. she stood up, and left the room. CB shrugged it off, pulled the book back out from the bag, and noticed a small pocket on the interior lining of the satchel. Curious, he unzipped it, and reached inside. He jumped when he felt something cold, and hard on his fingertips. He grabbed a hold of it, and pulled it out, revealing a white glowing crystal. Perhaps _this_ was an ovarail. The light it was giving off indicated it was filled. Maybe he could use it to summon this _Nightmare Dragon_. He gingerly placed it on the couch cushion beside him, and dug around in the pocket again.

His fingertips brushed against something that he thought was made of glass. Carefully, he grasped it, and pulled it out. It was vial filled with a deep red liquid: blood. All he needed now was a piece of chalk or maybe charcoal. He could find the latter in the older part of the train yard where the steam engines hung out at. He gathered the materials, the book, and headed out the door.

 **A/N: Oh boy, CB's up to no good. This chapter also foreshadows the appearance of a new character, which I hardly use. The next chapter will be up shortly, until then see you later!**


	11. Surprise Surprise

**A/N: Woo-hoo! Two chapters in one week! I'm on a roll! In case you were wondering I was listening to 115 by Elena Siegman while writing this. I'm sure Call Of Duty players will recognize it. Anyway, on with the show!**

Dusk had transformed back into her true form, pacing back and forth, while cursing under her breath. CB clearly did not get the message when she put her satchel back under the couch.

"Unbelievable! Fucking unbelievable!" Dusk growled softly. "I should have moved my bag someplace else instead of keeping watch last night." it was clear the caboose understood the contents of the book, and that put _everybody_ in danger. She sighed, sat down on the bed, and rubbed her temples. She needed some fresh air to clear her head. She transformed back into her cat form, jumped down from the bed, bounded onto the window sill, unlocked the window, and opened it. The cool morning air felt nice against her fur.

She carefully slipped out the window, and clung to the outer walls of the shed with her sharp claws. She stretched out a paw, and closed the window, making sure no one would become suspicious. She shimmied down the wall, an awkward sight, and headed off to find someplace quiet , so she could gain her bearings.

CB held the piece of charcoal in his hand, considering his decision. If he could not control this nightmare, he, and probably everyone else, were good as dead. He stood up, opened the book to look at the diagrams, bent down, and drew an enormous circle on the concrete with the charcoal. This _had_ to be a of decent enough size to let the Nightmare Dragon through. Using the diagrams as a reference, he drew each rune inside the circle. He couldn't tell if he was feeling excitement, or fear. Either way, it was too late to turn back now. He tossed the charcoal aside, opened the vial of blood, and poured it around in smaller circle, just as how the diagrams had shown.

There was just one ingredient missing before he could complete the ritual. He held the ovarail for a minute or two. He relaxed, and cleared his mind. He couldn't afford distractions if he is to control this thing. He gingerly placed the ovarail in the center, and stepped out of the circle.

Dusk stuck to the shadows. She couldn't be spotted, especially by CB. Turns out this world is _filled_ with humanoid machines, even the freight cars were humanoid beings. She froze as she saw a pair of skates just inches from her snout. She backed away, careful not to catch anyone's attention. The fur on her back stood on end, and her heart nearly skipped a beat when she heard an all too familiar roar. It was the roar of the one nightmare she dreaded to summon: The Nightmare Dragon.

Most ran for cover, but a few curious souls raced towards the sound. Dusk cursed, and ran out of her hiding place. It was her fault she let CB read the book, and now she needed to fix her mistake.

CB gazed at the creature in awe. The Nightmare Dragon's huge black wings appeared rotten, and was full of holes, but the creature was able to fly without any complications. Its whole skeletal body was black as night, except for its pupils, small spheres that were red as blood that showed no joy, or pain, just absolute rage. Each flap of the creature's wings felt like a windstorm, spreading the thick black smoke that surrounded it.

The smoke itself smelled absolutely foul, like something dead had been rotting for quite some time. CB tried to keep the Nightmare Dragon under control, but fear, and realization quickly clouded his mind, and the Nightmare Dragon quickly spiraled out of control.

Dusk transformed into her true self, and came to an abrupt stop when she was the Nightmare Dragon unleash its frost breath attack, followed by a tail lash, that smashed a small shed to pieces. Dusk quickly cast wards over herself to protect her from both the Nightmare Dragon's attacks, the nightmare armor, weapons she would conjure, and the Nightmare Dragon's toxic fumes. She needed to keep her identity hidden, but nightmare armor and weapons conjured in daylight burned worse than the coldest ice. She had made that very mistake once, and it was pure agony. She conjured the nightmare armor, a bow, and a quiver filled with arrows. Black smoke formed just above her skin, and the nightmare armor formed over her, protecting her in an almost impenetrable shell of thick armor. It was weightless, making this the best armor of choice for any warrior. The bow formed right in her hands, and the quiver on her back.

She needed to get the Nightmare Dragon's attention, a dangerous task. She drew an arrow form her quiver, and loaded her bow. She drew back the cord, and carefully took aim. She needed to aim for the dragon's face. It would most certainly attack her first if she knew its weakness. She aimed for the dragon's brow, and fired.

The arrow bounced off the dragon's skull, and the Nightmare Dragon whipped around to face her. It roared, and Dusk returned the gesture, challenging one of her most dangerous foes yet. The dragons opened its powerful jaws to use its frost attack, and Dusk saw her opening. She quickly loaded her bow, took aim, and fired just before the the frost attack hit her. Her wards, and armor protected her from brunt of it, but she still felt some of the bitter cold. The Nightmare Dragon's attack was cut short by a blood curdling shriek. Dusk winced at the ear splitting noise, then darted of to the side, and fired another arrow. She cursed as the arrow barely missed its target, bouncing off the crest of the Nightmare Dragon's brow.

She jumped back as the creature landed. The ground shook, and the concrete beneath it cracked with the sheer force of the impact. Dusk's knees buckled from the sudden tremor. She tossed the bow aside, and both the bow, and quiver vanished. The dragon was weakened, but was startlingly fast despite its great bulk. It kept lunging for her, trying to crush her in its powerful jaws, but Dusk knew this specific nightmare well. Years of studying the arcane arts were finally coming in handy. She saw her chance, and quickly climbed onto the dragon's back.

The dragon turned, craned its neck, and continued to try to snatch her up in its jaws, and throw her off. Dusk held on for dear life as she quickly conjured a nightmare dagger. Its serrated edge would shred anyone's insides to pieces. She clung to the Nightmare Dragon's back for a little longer, and waited for the right moment. The dragon went to strike again, leaving its one good eye exposed, and Dusk used all of her remaining strength to lunge forward into the dragon's attack, and thrust the dagger into the Nightmare Dragon's second eye. The Nightmare Dragon let out a deafening screech, transformed into black mist, and disappeared in the portal, which promptly closed behind it. Dusk fell onto the hard ground with a _thud_ , but her wards, and armor protected her. she slowly got up, and the heard a soft whimper. She whipped around to see a large black dog with three heads, blood red eyes, a mane of jet black snakes, and a black venomous serpent for a tail hiding in the shadows. It was the nightmare Cerberus she had captured a few years before.

Dusk nodded to let it know she was fine, and Cerberus transformed into a black mist. She watched as it vanished into the crystal, and the crystal regained its bright white glow. She turned her attention to CB, who had been hiding behind an old shed. Furious, she stormed over to him, and slapped him across the face.

"What the Hell were you thinking?! Didn't you fucking read the warning?! It's off limits for a reason dumb ass!" Dusk shoved him back.

"I-I-I," CB was clearly in shock. He hadn't expected anyone to confront him like this. "I had control of it at first! I-I let my nerves get the best of me, and that's whe-"

"Wait," Dusk raised a hand, and CB grew quiet. "You mean you actually had control of that thing?" most novice conjurers couldn't even successfully summon a simple weapon, let alone control the Nightmare Dragon. CB shifted nervously.

Y-yeah, I did, but.. Wait a minute," CB narrowed his eyes. "How do you know I read that book?"

Dusk bit her bottom lip. She had been caught. She was cornered. "I'm... closer to you than you think," Dusk paused, "CB."

CB blinked in shock. "How do you know my name?" now it was getting creepy. The figure sighed, and with the flick of his or her wrist, the armor transformed into a black mist, and vanished, revealing a young woman wearing a black dress, a spiked collar, and leather boots. Her black cat ears, tail , and her icy blue eyes looked all too familiar.

"I'm Jinx." the woman smiled weakly.

 **A/N: Well, how's that for interesting? Cerberus is contained in a crystal because it is believed that crystals or quarts can absorb, and hold energy, making it ideal for capturing nightmares. Once captured, that nightmare will come to the captor's aid whenever needed, or when the castor allows it outside the crystal, but it can still be conjured by someone else. However, it will return to its crystal once the other castor is done using it. Now, we are getting into the good part! The next chapter will be up in a bit, but until then, see you later!**


	12. New World New Lessons

**A/N: A quick warning of some language in this chapter. I know there is quite of bit of cursing, but Dusk has the mouth of a sailor. In case you were wondering, nightmares have no gender, so Cerberus and any other nightmare will be referred to an an it. Anyway, on with the story!**

CB shook his head. "No, there's no fucking way you're Jinx."

Dusk turned to the side, and pointed at the bullet hole in her dress on her side. "I have the scar see?"

CB seemed reluctant, but he knelt down, and carefully examined it. There was a scar on her side that matched Jinx's perfectly. He gingerly touched it, and Dusk shuddered. It felt so alien, and the fact that her scars were sensitive didn't help matters either. It felt unpleasant. CB slowly stood up, and looked down at her. Dusk looked into his eyes, and read him. He knew she was Jinx, but he refused to believe it. Dusk sighed, and transformed into her cat form. CB's eyes grew wide as saucers, and his jaw dropped.

CB couldn't believe his eyes. Jinx wasn't a cat at all, well, a normal cat, by any means. It all made sense now. She was in fact human, or at least that was what it appeared to be. The cat stood up on its hind legs like a human, and threw her fore paws in the air.

"Whelp, now you know the truth. Go on, attack me, torture me, I don't give a shit anymore." Jinx folded her ears back against her skull, and her tail twitched.

"Who are you?" CB raised an eyebrow. The cat smiled like a sly fox, and transformed back into a woman.

"I'm Dusk. I came here by accident. I lost my way while navigating the network of portals as I was running from an angry mob of humans, the humans who shot me." Dusk gestured to her scar on her side. "I'm stuck here until the next full moon, so I was trying to keep a low profile, but," she shrugged, "my plan backfired."

"Why were they chasing you in the first place?" CB was fascinated with this newcomer. Jinx, er, Dusk, had come from another world, another dimension.

"You see, CB, the art of conjuring nightmares is commonly mistaken for witchcraft. Witchcraft involves the sacrifice of a mortal body, or a host to gain energy to produce spells and curses, but conjuring nightmares uses the energy of the environment to open a portal, and allow a nightmare through." Dusk tried her best to explain the differences between the two types of dark magic. Thankfully, CB seemed to understand.

CB nodded. "Ah, so they you were summoning demons instead of nightmares." it seemed that man kind would always jump to conclusions, and take action. It was a common mistake, but a dangerous one. It had put whole countries in danger in the history of this world, and will most likely happen again, but they might not be so lucky next time. Dusk shrugged.

"Unfortunately," Dusk sighed, "but I have to admit, what you just did was impressive for a novice. Say, how would you like for me to teach you everything I know about conjuring nightmares?"

CB perked, and smiled, a sight that warmed her heart. "Really?"

Dusk smiled. "Yes, really." she chuckled. "Let's start with figuring out how to control one before we actually summon anything. I'll go get mine, so you can practice with it."

"You mean, you can actually own a nightmare?" CB seemed to have missed that small, but important, detail. Dusk nodded.

"Yes, you can. They can be contained in a crystal, or quartz. Mine is in the crystal you used to summon the Nightmare Dragon. I admit, that was clever of you to use the energy of another nightmare to summon that thing. It would certainly save a lot of hassle from harvesting an actual soul." Dusk left his side, leaving CB alone to try to wrap his head around all of this. Dusk wasn't a cat, nor a human. What was she? His train of thought was interrupted when Dusk tapped him on the arm. He jumped, and looked down at her.

"Do you have a lot of work, or..?" Dusk raised an eyebrow at him.

"Uh, no. Well, I do, but I'm hardly ever needed anymore with all the fancy technology humans have nowadays." CB shrugged. His kind was being retired, and who knows how many other caboosen were still out there. Dusk nodded.

"Sometimes I feel that way too. Man doesn't realize they are putting themselves more and more at risk by advancing their technology. They are even creating Artificial Intelligence, which is nothing new to me. I mean, you've seen the blueprints to Athena right? The piece of paper in my bag?" Dusk knew it was virtually impossible for him to miss that huge piece of paper rolled up like a scroll. It had the details of her newest project, a weapon of war, a weapon of mass destruction.

"Y-yeah, I saw it." CB felt a bit awkward. If he had known it was Dusk's, Jinx's bag, he wouldn't have gone through it in the first place.

"Anyway, enough chatter, let's get down to business. Now where do you feel comfortable practicing at?" Dusk smiled.

CB chose the freight yard to practice his lessons. It was a large open area, well, for the most part, and there were plenty of cool and shady areas, perfect for a nightmare to hang out at.

"Now, I'm sure you've grasped the basics of controlling a nightmare, am I correct?" Dusk asked him. CB nodded.

"Clear your mind right?" CB realized he had made a mistake that caused him to loose control of the Nightmare Dragon in the first place when he saw Dusk grimace.

"Sort of, but you _must_ focus on the nightmare. Remember that nightmares are figments of the imagination. They are created by the mind, and therefore can be controlled through the mind of the conjurer. When you focus on the that nightmare, you can get it to do your bidding. If you can think it, the nightmare can do it." Dusk seemed unaware of the small crowd gathering behind her to see what was going on, or to get a glimpse this stranger. "Now, let's try it." Dusk pulled out her crystal, and flicked her wrist. A black mist escaped the crystal, and a nightmare formed in the shadows. It was a large dog that was black as night, with three heads, a mane of black serpents, a black serpent for a tail, and blood red eyes. The nightmare sat down, awaiting its first command.

"We'll start with verbal commands. Allow me to demonstrate." Dusk looked at the nightmare. "Transform, and go there." Dusk pointed to a dark corner. The nightmare stood up, transformed into a black mist, eased over into the corner, and turned back to its true form. Dusk pointed at CB. "Obey him, and be patient. He is my pupil, Cerberus."

The nightmare bowed its head in acknowledgement. Dusk turned to CB. "Now you try it. Start with something simple, like shaking its head, or swiping a paw." Dusk took a step back, allowing CB to take over. CB looked at the nightmare, and raised a hand.

"Lift your paw." CB eyes were fixed on Cerberus. Dusk could tell he was struggling, no surprise there. She too was a novice once. It takes years of practice to be considered a master, and even then he may not be ready to summon the Nightmare Dragon again. Cerberus tilted all three heads to the side, processing the command. It always took longer for a nightmare to respond to a novice conjurer. She smiled as Cerberus slowly lifted one of its paws.

"Excellent! Now try getting Cerberus to move. Remember, keep it in the shadows. The light burns them." Dusk kept a watchful over both CB, and Cerberus, just in case anything went wrong. She would quickly interfere if needed. She watched as CB squinted. He was concentrating as hard as he could. She couldn't blame him though. It was always difficult to do anything when she was just a young whelp too.

"Go there," CB pointed next to a crate. Cerberus responded much quicker this time. It ambled to the spot, and sat down.

"You learn quickly. That's good!" Dusk smiled. The lessons continued until the end of the day. Dusk allowed Cerberus to return its crystal, where it was safe and sound. Dusk looked at CB. He appeared to be puzzled.

"Is there something wrong, CB?" Dusk raised an eyebrow. CB blinked, his train of thought had once again been interrupted.

"Uh, n-no. I was just wondering... what are you exactly?" CB had never seen such a creature before, but then again, her world was probably different than his own. Dusk bit her lip, and pulled him aside.

"Is anyone aware of creatures... you know... like me?" Dusk whispered. CB was a little confused. No one in this world probably never heard of or even seen such a creature before.

"No...why? Are you like demonized or something?" CB now wasn't sure if he wanted to know what Dusk was. If they didn't have a very good reputation, it might be best if he left the topic alone. Dusk shook her head.

"No, it's just a precautionary measure. My kind possesses great power, and many people will do _anything_ to get their hands of that kind of power. As you can tell," Dusk gestured to her ears and tail, "I am not human. I am a were-cat."

A were-cat, a creature of myths, and legends. Of course this particular type of were-cat was different than what the legends here depict. This only made CB even more curious about her.

"Do you think Electra would know a little bit about you?" CB raised an eyebrow. Dusk shrugged.

"I don't know, but I suppose I could educate him about my kind's culture a little bit. However, I have no clue as to how he will react to me. If he is violent, I am afraid I will have to defend myself." Dusk's tail twitched.

"Hmm... You have a fair point." CB grew silent, thinking as to how he could pull off both letting Electra get to know Dusk, and protecting her if needed. "Wait a minute, I know somebody who could be a decent body guard for you. Come on, follow me."

 **A/N: I managed to sneak in a little bit of foreshadowing into the this chapter. Next chapter will explore the softer sides of Electra, and Greaseball, and will contain some angst. Well, see you later!**


	13. A Bouncer And A New Friend

**A/N: Wow guys, over one hundred views already? You guys are awesome! This story is longer than I anticipated, but I'm happy with how its turning out so far. A brief warning of some language, and some angst. I also included two interesting headcanons with Greaseball, and Electra. It just made sense to me, and fits perfectly in this little AU I developed. Anyway, enough chatter, let's get on with the story!**

Greaseball headed for home, relieved the work day was over. Today was busier than usual. However, he noticed the number of passengers always spiked around the middle of the week, but if he was working in the summer, everyday was busy, mainly children wanting to get up close to the engines, and take a ride through the countryside. He just couldn't help himself around the human children. Was it the attention? Was it something deep inside him? He wasn't sure, but it nearly killed him whenever he heard a child crying. One time, a poor child had lost his mother in the crowd, and was terrified. He couldn't help, but transform into his humanoid form, and comfort the child until the child's mother found him.

"Hey, GB!" the sound of CB's voice made him jump a little. He stopped, and turned around to see the caboose.

"Yes?" Greaseball noticed CB had a woman in his company. It was clear she wasn't human. Her icy blue cat eyes, black cat ears, tail, and spiked collar made him realize just who it was.

Dusk held back a snicker as she watched Greaseball's eyes widen. It was clear he had pieced everything together, surprising for what she had heard from CB.

"Could you, uh, be her body guard really quick? I want to give Electra a proper introduction to her." CB pointed at the woman, Jinx. Jinx smiled, and waved. Greaseball slowly raised a hand, and pointed at her in shock.

"Y-you're-" he stammered, lost for words.

"The creature you saw a couple nights before, _and_ Jinx. I know this is a lot to take in, but I was reluctant to reveal my identity out of fear as to how you would react." Dusk held out a hand. "The name's Dusk."

"I'm Greaseball." Greaseball reluctantly shook her hand. It was cold as ice.

"I know, we've met before. Well, not properly, I suppose." Dusk shrugged.

"Wait, what creature?" CB clearly had no idea what Greaseball, and Dusk were talking about. Dusk bit her lip.

"I'd... rather not discuss it right now, not when people could be watching." Dusk was clearly uncomfortable with talking about her race out in the open, when others could be lurking in the shadows, and listening to her conversation. Greaseball began to wonder just why Dusk was so uneasy about it.

"She... has another form. I saw her one night while I was going home from work." Greaseball didn't want to delve very deep into this topic if Dusk was uncomfortable with answering these types of questions.

"So you need me to protect her?" Greaseball hoped that changing the subject would help relieve some anxiety. Dusk seemed relieved when he changed the topic.

"Yeah. She's afraid Electra will... you know.. when he finds out about her. You know what Coal does to humans right?" CB drew a line across his neck with his finger.

"Ah, I see."Greaseball understood why Dusk didn't trust Electra. The electric engine was dangerous around the human workers, almost feral, but he never killed anyone, at least not yet.

"So... are you going to protect her or not?" CB raised an eyebrow at him.

"I suppose. I have nothing better to do." Greaseball shrugged. "She has a perfectly good reason to not trust 'im."

CB searched the train yard, with Dusk, and Greaseball trailing behind. Greaseball had taken up the opportunity to become acquainted with the were-cat.

"So let me get this straight, you are a were-cat from another world?" Greaseball began to question everything that was known about this world. This changed his point of view of the universe. Dusk nodded.

"An angry mob of humans threw me off course, and I ended up here. Say, what is this place anyway?" it had just occurred to Dusk that she didn't know the name of this place.

"The Apollo Victoria. I take it, you're not used to seeing rolling stock," Greaseball gestured to himself, "like this."

"Yeah, but it's not the strangest thing I've ever seen, or been through." Dusk began to feel at ease around the big diesel. Maybe it was the fact he was much bigger than her, or perhaps it was because he was relaxed.

"I've been wondering, do you have just have this form, or multiple forms? I mean, you do need to carry passengers, and freight from place to place." Dusk shrugged.

"We have two forms. This one," Greaseball gestured to himself, " and our actual rolling stock form."

"How is that possible? I mean, is it a spell, or an enchantment?" Dusk knew a great many enchantments that would give inanimate objects life, but this one was by far the most complex she had ever seen. Greaseball shook his head.

"No one really knows, but the humans in the workshop say we evolved over time to get this form. Before that, we had a beastly form, but it just disappeared. A few workers say it's still there. It just has to be activated." Greaseball looked at her with his golden eyes, a warm color that reminded of the warmth of the hearth fire at home. She missed the warmth, and the gentle glow that danced across the walls in her study in her mansion.

"Huh, that's a new one, but some of my kind knows about an alternate dimension where humans are not present, and machines rule, but the machines have a much more beastly form than when they were in the human world." Dusk realized there just may be a connection between this world, and the other dimension: Machina. However, she couldn't jump to conclusions. She needed to dig deeper, and do a little research first.

"Really?" Greaseball raised an eyebrow at her. Dusk nodded. "Huh, that's interesting."

"Electra, could you come over here for a second? There's someone I want you to meet!" CB brought the friendly conversation to an abrupt end. Electra was quick to catch Dusk's attention. His flashing LED display on his chest, and his bright coloration made him impossible to overlook. She could sense the energy around him. It was almost like an aurora. He was young, and energetic, must be typical for his kind.

Electra gave the caboose a troubled look before easing towards him, his components trailing behind him. He noticed the woman in the caboose's company, and saw Greaseball tense up at the corner of his eye as he felt the energy around him became tense. It was almost as if the diesel was protecting her, or at least trying to intimidate him. Once he started to look at her, he began to notice that she was different than most humans he had encountered in the past. Her icy blue eyes really complimented her black eye shadow, cat ears, and tail. She looked so familiar, but he wasn't sure where he had met her before.

"Who is this?" Electra gestured to the woman. The woman opened her mouth to speak.

"Her name is Dusk." Greaseball crossed his arms. "She's a were-cat, and believe it or not, you've already met her." he smiled like a sly fox. Electra realized what Greaseball was referring to, and shook his head. It was impossible.

"No way, there is no fucking way sh-" Electra froze when the woman transformed into CB's cat, Jinx. The cat stood on her hind legs like a human.

"What the Hell?" Joule knelled down, and lifted the cat's chin with a finger. Wrench grimaced, and Electra realized she knew about this, but didn't tell anyone about it. He ws angered by the fact she kept it a secret, but was also impressed she had kept it hidden this long. Nothing got passed him without him knowing.

"Wrench, did you know about this?" Electra frowned.

"Well.. you see Electra," Wrench rubbed the back of her neck, unsure if it was a good idea to just tell him this small bit of information, "before we knew what she was... Pearl brought her to me after she was shot for emergency surgery, and... I noticed the bullet was made of silver."

"You mean she was attacked? By what?" Electra felt a hint of empathy for the were-cat. He looked at Dusk, who had transformed into her true self. She had prevented several fights last night, and by the look in her eyes, she held a heavy heart. He knew that look all too well. This only fueled his anger for man kind. She was brokenhearted. She had lost someone or something near and dear to her. No doubt they or it were stolen form her by man. That was all they did, always took whatever they wanted, and never gave back. They scrapped his older brother, a prototype they called him. To him he was more than just an empty shell of metal and wires. He meant everything to him when he was a trainlet.

"An angry mob of humans." Dusk looked into Electra's bright blue eyes, and read him. She felt anger, and sorrow, but there was something so small that she would have missed it if she didn't pay so close attention: empathy. He had a bad experience with humans as well. she sensed a hint of discomfort, and blinked, ending the reading.

"The only thing that matches the description is the silver bullet. Tell me, is your kind affected by silver weapons at all?" Electra always had an unquenchable thirst for knowledge thanks to his computer. The computer inside him drove him to yearn for knowledge, and to make new exciting discoveries.

"A silver bullet does just as much damage as a regular bullet, so I guess... but it wouldn't matter." Dusk shrugged.

"Where did you come from?" Purse butted into their conversation, but Dusk remained patient with him.

"I came from another world. I was thrown off course as the humans were chasing me. Well, if you want to know the name of my homeland, it is Fantanzia, an island in the middle of the Bermuda Triangle, but I left the island, and settled into a human town after I was forced to retire from the military." Dusk hid a smile as Krupp lifted his sunglasses to gaze at her in either shock, or admiration. The armaments truck was always hard to read, and kept to himself most of the time.

"What was your rank while you served in the military?" Krupp raised an eyebrow at her. He had shown absolutely no intrest in her, until now.

"I was Whiteshade's General. I led her army into countless battles during The Great War." Dusk leaned back agains the wall.

"What is _The Great War_?" Purse had never heard of this great conflict, but Dusk was from another world. Dusk's smile faded.

"The Great War..." Dusk sighed. "It was one of the worst wars in Fantanzia's history. It was a civil war that tore the island apart. Brothers were against each other, children turned against their parents, and families were torn apart... Many times a soldier would have to kill his or her own brother or sister in battle... Many heroes rose, and many heroes fell. It all started after that slippery bastard, Ironclaw, pinned the murder of the king, and queen of the were-cats on the were-wolves." Dusk looked at the ground, pondering every decision she made during The Great War. Some of the soldiers were practically kids, either drafted into the fight, or simply enlisted to provide money for their families.

Purse noticed her reaction, and decided it was best to not press further into the subject.

"Why did Ironclaw do that? Was he related to the king and queen or something?" CB was only curious. He didn't mean to bring back those horrid memories of the many battles Dusk had fought in. He just wanted to learn more about the history of her homeland, her world. Dusk shook her head.

"No. He was Whiteshade's brother. You see, he was starved for power, and the most powerful position is king or queen, so murdered them, and blamed the were-wolves. We were-cats, and were-wolves didn't get along very well, and the murder of the king and queen turned our rivalry into full scale war. Whiteshade was drafted as a medicine woman, and then became a soldier when the ground troops were dwindling. I fought be her side. She was a true warrior, upholding our code of honor, but was a force to be reckoned with in the battlefield. She gained my respect, but there is one battle I will forever admire her for.

"Before the battle started, she marched out into the battlefield, unarmored, and unarmed, and challenged our foes to shoot her in a barrage of arrows. They refused, and confessed they were not responsible for the death of our king, and queen, which marked the turning point of the war. Fantanzia untied, and declared her as queen. Furious, Ironclaw led his own army against hers, bent on killing her, and stealing the throne for himself. Whiteshade put everyone else's needs before her, and killed her brother in battle in a fair match... She saved Fantanzia, and the world, from his blood lust. She did the right thing... but I never could have done what she did in a million years..." Dusk fell silent. It was almost as if she was holding back. Something was bothering her.

Dusk jumped in surprise as she felt a huge hand land on her shoulder. she looked up to see Greaseball, wearing his sunglasses. His expression was solemn, or at least that was what Dusk could see. The big diesel provided her with a sense of security she had not felt since she was a little were-kitten. She laid her hand on his, and was surprised to find him to be warm to the touch. Greaseball jumped a little, clearly surprised at her reaction, but didn't pull his hand away. She wasn't sure what made her feel safe around the diesel. Perhaps he wasn't that bad of an engine after all.

 **A/N: Phew! In case you can't tell, this alternate universe has the engines as actual rolling stock that can transform into two different forms (or so we think).** **I shamelessly headcanon Greaseball as protective of small children, especially Control. I mean, think about it. If he was an actual diesel, he may have been there from the very beginning, and watched the child grow up, and I can't help but see him and his gang as like a family of sorts. Electra has a hatred for humans because they killed his brother when he was still a trainlet, and he is secretly a huge nerd. I will be including more references to Machina, the alternate dimension of creation that is still under development, from here on out. See you in the next chapter!**


	14. Repairs and A Protector

**A/N: A brief warning of attempted rape, a little bit of dirty humor, CB being spoiled... and a topless Greaseball? If you don't like that for some reason. This chapter explores the softer side of Greaseball, and my headcanon about him, so... maybe a warning on that too? Anyway, on with the story.**

"Are you sure your axles aren't bothering you?" Dusk looked back to at CB, who was holding his foot, and grimacing.

"A little. I've been putting it off though." CB was sitting on a crate, take a break, and giving his sore axle a rest. Dusk sighed, and shook her head.

"Here, let me see." Dusk knelt down, and examined under his skate. There was an axle that looked like something had hit it, and bent it. "Hmm... Do you have peanut oil at home?" she looked up at him. CB gave her a confused look.

"Yeah, but not a lot. Why would you need it?" CB sounded a little unsure, but he trusted her enough to let her help him out a little.

"Peanut oil works better than water when quenching metal. A blacksmith that supplied us with weapons, and armor taught me that. I can try to straighten it, but it won't be perfect. You will have to go to Wrench to have it replaced." Dusk had made several small repairs like this before on her collection of possessed machinery. It was a simple fix, but she lacked the equipment needed to make it perfectly straight. The best she could do is just straighten it a little, and make it less painful for CB to roll around on.

"O-okay." the last thing CB needed was to put weight on that axle, but there was an easy solution. Dusk looked around to make sure no one was watching

"I'll give you a ride back to your shed." Dusk whispered. CB's signal lamps lit up. That must be the equivalent of blushing in cabooses.

"Uh," before CB could respond, Dusk began to transform. Her skin gave way to black and white fur as armor broke through. He grimaced as Dusk nose, and mouth formed into a snout. That couldn't be very comfortable. Her hands turned into what looked like paws as she grew in size and muscle. She went down on all four paws, signaling the transformation was complete. She was now a great armored beast, built for the battle, built for war. She looked down at him. She was much bigger in this form.

"Climb on, and hold on tight. I'll take you home." Dusk laid down, and CB quickly took up on her offer. He limped over to her, and climbed onto her back. It seemed no different than mounting a horse. He held on for dear life as Dusk stood up, and raced into the shadows.

She was much faster in this form, and obviously much more powerful. CB felt her thick muscles flex beneath him with every stride she made, and every breath she took. H leaned in close to her, preventing drag, and allowing her to run even faster. She was nowhere near as fast as an engine, but she was far faster than most animals. If only he could see her in battle. He could only imagine the brute strength she possessed. The ride itself was surprisingly smooth. Her thick leg muscles absorbed the great force of each impact her huge paws made on the hard earth. She gradually slowed to a stop when she arrived at his shed. The trip didn't take very long at all. She laid down, and CB slid down off her back. He grimaced, and hissed as his axle throbbed.

Dusk transformed back to her normal form, and raced to his side, letting him use her as a crutch. His immense weight nearly crushed her, but then again, he was a train car. CB seemed to notice, and put a little bit of weight on his damaged axle. Dusk wasted no time, and helped CB into the shed, where he sat down on the couch, and cried out in pain. She could see tears forming in his eyes, and her heart sank. The caboose was probably the closest thing to a son she will ever have, and to see him in this much pain was torture to her. She knelt down beside him, lifted his skate, and gingerly touched the axle. CB ground his teeth, and held back a scream. It wasn't going to be easy if it was that sensitive.

"This may hurt a little. Please don't kick me or anything." Dusk smiled weakly, trying to take CB's mind off the pain by trying to make him laugh. CB smiled a little, a sight that warmed her heart.

"Alright... on three..." Dusk conjured the tools she would need to remove the axle. "One... two...three." she grimaced as CB screamed in agony. Within the blink of an eye, she removed the damaged axle. CB was left shaking, and panting. It took a lot out of him, but he would be fine as soon as she repaired the axle.

She channeled energy through the her palms, and flames appeared in the palms of her hands. CB watched her with fascination as she rolled the axle around in her hands, softening the metal, so she could reshape it. She carried the axle into the kitchen, conjured a hammer, and pounded the axle back into shape. Once that was done, she blew out the fire on her hands, brought out what was left of the peanut oil, plugged the drain of the sink, and poured a little bit of peanut oil into it, just enough to submerge the axle. She dropped the reshaped axle into it, and flames erupted form the sink. Dusk extinguished the flames with a simple wave of her hand. She carefully pulled the axle out of the oil, and checked it for cracks. It wasn't perfectly straight, but it would be less painful for CB to roll around on. She washed it off, returned to CB, and began to secure the axle back onto his skate.

"How did you do that, with the fire in your hands?" CB grimaced as he felt a pinch when Dusk secured on end of the axle back into one of his wheels.

"Everyone on Fantanzia has a special ability. Mine are manipulating fire, and electricity, which lets me control machines that are powered by electricity, or, if I feel up to it, control anything made of metal. It depends how well I can control it. If the metal is an excellent conductor of electricity, then I'll have no problem with it, but if it's not, I will have some trouble controlling it." Dusk secured the other end of the axle in place, and stood up. "There, does it feel any better?"

"It feels a lot better. I'll see if Wrench can replace it tomorrow. If she can't then you will have to keep reshaping it." CB chuckled weakly.

"I can always use some practice." Dusk shrugged.

CB was a little surprised when Dusk took over the kitchen to prepare supper, but he certainly wasn't complaining about it. He didn't even have to get up to grab a plate. Dusk brought one to him, and went back to get him some more when he wanted seconds. Her cooking wasn't that bad at all. Maybe he should let her do this more often. She helped him with his bedtime routine too, much to his embarrassment. Sure he was hurt, but that didn't mean he was handicapped. She almost reminded him of his mother when he had crashed, and damaged one of his legs. His mother was long gone now, but the way Dusk treated him brought back those childhood memories, back when he didn't have to worry about anything.

He climbed into bed as Dusk turned into her cat form, leaped onto the bed, and curled up into a ball at the foot of his bed. Her nose was tucked under her tail, reminding him of a little fox. He smiled, and drifted off to sleep.

The next morning, Dusk woke up, and was alarmed to find CB was nowhere in sight. She began to panic, and desperately searched the shed, then found a note on the counter, and sighed in relief as she read it. He had let her sleep in, and went to work. At least she knew where he was. Electra, and Greaseball would keep an eye on him. She turned into her true form, and ate some leftovers for breakfast. Today was going to be a lazy day, which was torture to her. She had to do _something_. She couldn't sit still for very long. She was used to constantly maintaining her possessed machines, or building her inventions.

Not even five minutes later, she stood up, and started to clean CB's shed. After several hours, the shed was spotless. She still had a lot of time to kill. She took a quick shower, washed her clothes, and hung her dress up to dry. She transformed into her cat form, and patiently waited for her dress to dry. Several hours passed, and she checked on her dress. It was dry, much to her relief. She quickly turned back into her normal form, and slipped her dress on. She checked her watch. CB would be home anytime now. Thirty minutes passed, and CB hadn't returned. Dusk was beginning to worry, then the shed door opened, and Greaseball entered. Dusk's heart nearly skipped a beat. Did something happen to CB? Was he okay?

"CB told me to watch over you tonight. Wrench had to tell Control to order the axle. It won't be here until tomorrow, which means CB has to stay the night at Wrench's clinic until he's repaired." Greaseball leaned back against the wall, or in other words, you're spending the night with me tonight."

"Is Dinah okay with this?" Dusk was always concerned about the dinning car. She saw the coach as more vulnerable than the engines she had met so far. At least the coach had a strong diesel to watch over her. Greaseball smiled.

"She's all for it, but I don't think it's a good idea to bring you home with me. Dinah tends to get jealous too easily. How 'bout spending the night at the diesel shed?" Greaseball raised an eyebrow. Dusk didn't reply. She didn't feel very comfortable being surrounded by engines that could easily crush her by accident. She shuffled her feet. She wasn't sure who to trust, or who steer clear of in this world. Greaseball noticed her reaction.

"I'll take that as a no then." Greaseball sighed. "How about the freight yard? I know CB has taken you there once or twice."

That sounded a little better. At least it seemed unlikely she would get crushed, or worse.

"Sure," Dusk shrugged. "Why don't you just stay here anyway?" she raised an eyebrow at him.

"CB doesn't trust me alone at his shed after the house sitting fiasco." Greaseball snickered.

"Ah," Dusk nodded in understanding. That made sense.

"Anyway, enough talk. Come on, I'll take you there." Greaseball left the shed, and Dusk trailed after him. She stopped when Greaseball stepped onto the tracks. His wheels were much too small for the rails in this form. Dusk watched in awe as Greaseball began to transform. His _skin_ gave way to yellow steel as his head morphed into the front end of an Union Pacific diesel, and his shaped became more rigid as he grew in size. Within a matter of seconds, Greaseball had transformed from a humanoid machine to a Union Pacific diesel that looked identical to the ones back in Dusk's home world.

Dusk was frozen in place. She couldn't believe she had witnessed such a spectacle. She jumped a little when Greaseball sounded his horn, and then reluctantly climbed into his cab. It didn't feel right. She was going to ride _inside_ him. The only thing that looked different was, what looked like, a voice modulator on the control panel. She stumbled back, fell backwards, and hit the rear wall of his cab. The voice modulator on the control panel lit up in a bright yellow hue.

"I guess I should have warned you before I started moving." Greaseball snickered. Dusk rolled her eyes. He was merely teasing her. She simply sat there the whole trip. The sound of the diesel's engine, and the steady rocking of the locomotive soothed her. She yawned. The gentle rocking was starting to lull her to sleep.

Greaseball noticed her reaction, and held back a chuckle. She reminded him of little Connor, Control's son. He reacted the same way whenever he was giving the child a ride. He felt himself grow soft, an occurrence that only happened when he was in the boy's company. Many times the child had fallen asleep in his cab. Dusk was starting to nod off. She was about to do the same.

"It's alright. I'll make sure you won't fall out, and I won't hit the brakes too hard." Greaseball would be smiling if he could. She fell asleep just as he arrived at the freight yard. He settled into a siding, gently applied the brakes, and checked on Dusk one last time before he fell asleep.

Dusk was sound asleep when suddenly, she felt a hand cover her mouth. She woke up with a start, and began to panic as she was dragged out of Greaseball's cab. She quickly bit the hand covering her mouth, and heard a man cry out.

Greaseball awakened when he heard a man shout. He immediately transformed back into his humanoid form, and whipped around to see a middle aged man, one of the homeless humans that hid out in the train yard, with his hand over Dusk's mouth, and holding her as if he was trying to molest her. He knew this all too well. Connor's mother nearly had a similar experience before. Rage went off like a warhead in the diesel's mind, and he delivered a crashing blow with his right hand into the side of the human's head. He felt a satisfying crack under his knuckles. The human was sent tumbling over to the side, and hit the ground with a dull thud. The human was motionless. Greaseball usually didn't punch a human at full strength, but this was a situation that made it necessary. It was more than enough to kill a human. It was overkill. He quickly screwed the cap back on his anger as he heard Dusk sobbing softly. He quickly knelt down, and looked her over for wounds.

"He didn't hurt you did he?" Greaseball gently laid a hand on her cheek, now soaked with tears.

"I-I d-don't think s-so." Dusk stammered between sobs. At that moment, Greaseball no longer saw her as an adult, but a defenseless child. He felt an urge to protect, and to comfort. He wasn't sure why he felt this way around her. Maybe it was the fact she reminded him of little Connor, the child he held so near, and dear to his heart, or it could be the fact that CB would kill him if something happened to her. He gently wiped the tears from her eyes, and lifted her into his arms, cradling her like an infant, and held her close, just as how he did with little Connor.

"Shh... it's alright. I won't let anything bad happen to you okay?" it nearly killed Greaseball to see her this way. It reminded him of the time little Connor fell, and skinned his knee. That only made him want to do no more but to hold her even closer. He stood up, and sat down on a crate. Eventually, her tears subsided, and she fell asleep. He remembered that humans needed to be kept warm from watching over little Connor, and carefully unzipped his leather jacket.

Dusk woke up when Greaseball stirred. She looked up at him, and saw him slip off his leather jacket. He ever so gently lifted her, and swaddled her in his leather jacket. It smelled of oil, and diesel exhaust, but she didn't care. It wasn't as warm as the diesel himself, but it blocked the wind. She nestled against him, and was taken by surprise when she heard a deep rumble in the diesel's chest. He was purring. It took her back to her earliest memories of her kitten hood, snuggling into her mother's fur, and hearing her purr. The sound provided her with a sense of security, and made her relax. Within minutes, she fell asleep.

 **A/N: Now we know the softer side of Greaseball. In case you can't tell, he is very protective of Connor, the Control in the musical, but the son of the actual Control in this AU. I named him Connor because it sounded close to Control. The theme for the softer side of Greaseball is 'You'll Be in My Heart' by Phil Collins. I'm sure some of you will recognize it. I'll try to introduce a couple other characters in the next chapter, but until then, see you later!**


	15. Meanwhile At Dusk's Mansion

**A/N: I'm sorry for the lack of updates, and the size of this chapter. Those who have read my previous works will know who Dolor is, but this chapter introduces his more high tech counterpart, Athena. Anyway, on with the show!**

Dolor, a huge mechanical dragon lifted his huge head, his red electric eyes glowed in the darkness. Something was wrong. Dusk, his creator, and master, had been absent longer than normal. Athena, his modernized counterpart, activated, and lifted her head off the floor. Her chrome reflected the light given off from Dolor's huge eyes.

"Master has been missing for several weeks. She has never been absent for this long before. I cannot sit idle with the knowledge that she may be in distress. I will search for her, and bring her back." Dolor stood up, his huge dark wings took up the entire study.

"I refuse to let you go alone. She created us _both_ to aid her in battle, and to protect her. I wish to accompany you in your search." Athena was just as big as Dolor, but much more slender in shape, making her appear more feminine than her heavier, much bulkier, counterpart.

"No, it is too dangerous. You have not been tested yet, Athena. "We do not know if you are stable in flight, or combat. Master would not be pleased if you disobeyed her orders." Dolor's tone of voice was stern. He knew his master would not be happy if Athena had been wandering about without her passing any of the safety tests.

"I know I am not proven to be safe, Dolor, but once again, master built us _both_ to aid her when she is in distress, or in combat. I merely wish to perform the task we were built to do: to protect, and serve her, no matter the costs." Athena knew the dangers of wandering about on her own, but Dolor would be in her company. If anything was to go wrong, he could help at least a little. Dolor was silent for a moment.

"Very well, but do not wander too far from my side. If anything malfunctions, notify me, and we will land to see if we can do anything about it, am I clear?" Dolor, the mechanical dragon, a weapon of mass destruction, that so many soldiers feared, had a soft spot for his counterpart. She was young, and inexperienced, almost like a child. She looked up to him for guidance. He was her mentor, almost like a father to her.

"Affirmative." Athena nodded. Dolor's computer activated the doors on the ceiling. The ceiling split, and opened, letting the moonlight illuminate the enormous study.

"Now, we fly!" Dolor took to the air with a quick beat of his massive wings, and roared. Athena followed after him. Dolor reached out to Dusk's watch with his computer, a secret means of communication between his master, and all her inventions, or more likely, her weapons. All he got was static, but he did get a glimpse of her location. Something was interfering with the watch's communication systems. He stored her location in his memory, and headed off to find his master, with Athena trailing behind him.

 **A/N: In case you are wondering, Dolor means pain in Latin, which fits him, considering what he was built for. If you want a good idea as to how big Athena, and Dolor are, their eyes are the size of dinner plates. They are** _ **huge**_ **. Now we have two enormous mechanical dragons on the loose, wonderful isn't it? Well, as always, see you later in the next chapter!**


	16. Our Deepest Secrets

**A/N: Finally, another chapter! I promise things will get a lot more interesting from here. The next chapter will especially be interesting, and will explain how the portal to the world of Starlight Express appeared. Anyway, on with the show!**

Greaseball awakened as a ray of sunlight shined in his face. He looked down at Dusk, who was sound asleep, and gently shook her awake.

"Hey, hey, wake up." Greaseball yawned. Dusk groaned, and slowly opened her eyes. It took her a moment to process just who was holding her. She shot up out of his arms, and backed away.

"Oh shit. I'm so so sorry. I-I-I-" Dusk stammered as she felt her cheeks grow warm.

"Well... you really don't need to apologize. It was my idea to keep you close after... you know.. what happened last night." Greaseball rubbed the back of his neck, and gave a feeble smile. He stood up, and rolled over to a more open spot, so he could bask in the sun.

"Hold on... so you're saying you let me sleep in your arms to protect me?" a smile pulled at Dusk's lips. This was too good to be true.

"What?" Greaseball sounded a little irritated. Clearly, he knew why she was smiling.

"You're just a big softie aren't you Greaseball?" Dusk chortled. Greaseball blushed, and avoided her gaze.

"No, I'm not." Greaseball growled, and crossed his arms. Who knew such a prideful, and powerful diesel was just a giant teddy bear? It was absolutely adorable to Dusk.

"Yes you are, Greaseball. Don't deny it." Dusk couldn't help, but smile like a total buffoon. Almost everyone in the yard feared him, but if they found out his little secret, he would be the laughing stock of the yard. Greaseball growled softly, admitting defeat, and looked at her from the corner of his eye.

"You promise you won't tell anyone?" Greaseball couldn't afford his tough guy image to be ruined after all these years it took to build it up. It was all he had after loosing the races to Rusty. He would have absolutely nothing to his name, except for Dinah. He saw Dusk grow soft, and smirked. She had no room to talk.

"I promise," Dusk nodded. Greaseball slipped on his leather jacket.

"I've got to get ready for the first train of the day. _Please_ be careful. CB would kill me if something happened to you. Actually... you know what? I'll tell my boys to look after you. It would be better off that way. They'll be shunting in the freight yard if you you need them, okay?" Greaseball raised an eyebrow at her.

"Yep," Dusk nodded.

"Good, and uh, see you later... I guess." Greaseball left, leaving her alone once more. Dusk looked around to make sure no one was watching, and transformed into her cat form.

Poppa froze when he saw the woman in black transform into a cat, and wander off. Could it be? Could there be another- no- one of _them_ hadn't been seen in years, but the proof was right in front of him. Perhaps she was a member of his _close circle of friends_ , and she had a message for him. She would never talk out in the open, which meant he would have to catch while she was alone, a nearly impossible task, considering that Greaseball was making his little gang watch over her. He had to be careful about this. He trailed after her, keeping his distance, and blending in with the other rolling stock, waiting for his chance.

Dusk simply begged for food from the human workers. Some were quite generous, while others left her with nothing, but that really didn't surprise her. Once she had her fill, she leapt onto a crate, and watched the diesels, apparently Greaseball's gang, shunt the freight cars into position for the first freight train of the day. The diesels would occasionally glance at her at the corner of their eyes, but they broke their cover. It seemed that the only reason humans were present was to monitor the rolling stock. Every once in a while, the humans would have a conversation with each other. They were mostly talking about what they were going to do on their time off, where they were going for their vacations, and even a little bit about each other's families.

Deciding she was done watching the diesels, and listening to the humans consistent blabbering, she leapt from her perch, and started to explore, but she never wandered very far from the shunting diesels. She sat down in a siding to rest for a little while, and then froze when she heard a deep voice behind her.

"What is it? Do you have word from our... friends?" the voice sent chills down her spine. It made her feel a little uncomfortable. She reluctantly turned around to see an old steam engine sitting on the buffers behind her. Dusk cocked her head to the side, clueless as to what the old steamer was referring to.

"You know, the..." the steam engine looked around to see if anyone might be listening in, " the society. Remember the one that kept our _gift_ hidden from man-kind?" he raised an eyebrow. Dusk shook her head.

"Then... why... why are you here then?" Poppa was perplexed with the were-cat's answer. The were-cat looked around to make sure no one was around.

"I ended up here by accident. I took a wrong turn, and got lost. I can't leave here until the next full moon when the portals are open." the were-cat whispered.

"Hm... that _is_ a problem, especially since man-kind is oblivious to yours. Allow me to introduce myself. My name is Poppa. I'm one of the few steam trains in the Apollo Victoria. I suppose you prefer to be anonymous right?" Poppa raised an eyebrow.

"Well... funny thing you should say that. CB, Electra, and Greaseball already know my name." the were-cat gave a nervous smile.

"They didn't hurt you did they?" Poppa was alarmed at the fact that she had been hanging around CB, Greaseball, and Electra, CB mostly. The caboose wasn't as sweet and kind as he seemed. The were-cat could very well be in harm's way. The were-cat shook her head.

"No, they've been taking care of me, why?" Dusk knew CB's past, but Greaseball, and Electra were another story. If they planned to kill her they would have already done it.

"They're nothing, but trouble. CB is dangerous, and Greaseball, and Electra will do _anything_ they can to get the upper hand." Poppa frowned. _That_ struck a nerve in her. CB was merely a tortured soul, and if he wanted to kill her he would have done it already. Greaseaball, and Electra would have hurt her or captured her by now if Poppa's remark was true. Her ears folded back against her skull, and her tail twitched in agitation. How dare he insult her precious little caboose?

"If that's true, then why haven't they captured me or killed me?" Dusk growled.

"They might be waiting for the right moment to strike. You just can't trust them." Poppa hissed. Dusk sighed, and shook her head.

"If you know about us, then you would know we can read others right?" Dusk struggled to keep her anger bottled up inside her. She knew it would only make things worse. Poppa nodded.

"Yes, I am very aware of that. Have you read them?" Poppa crossed his arms. Dusk read him, and saw he was getting a little irritated with the argument. She had to be careful. Who knows what he could be capable of.

"Yes, I have, and they have no ill will towards me. Riddle me this, if CB, Electra, and Greaseball wanted to capture me or kill me, why didn't they do it already? I know as a fact that Greaseball would have done it already, and they don't know how to hide it when I'm reading them. They don't even know about my ability to read them at all. If that doesn't convince you, then why are they bothering to protect me then?" Dusk spat. Poppa froze, and gave her a puzzled look.

"You mean, they are keeping you safe?" Poppa was taken aback with the were-cat's reply. Were-cats are bound by oath to tell the truth. He had no choice, but to believe her. The were-cat nodded.

"They never wanted to hurt me. In fact, I'm the reason why CB is so calm, and quiet." the were-cat was clearly spending more time with CB than Poppa had originally thought, but she was keeping CB occupied, which was a much better alternative to causing train wrecks. Poppa opened his mouth to thank her for keeping the caboose happy for this long, but quickly shut his mouth when he saw Gook, and Lube approach the were-cat from behind.

"Hands off old man. She's one of us." Gook growled, and placed himself between the were-cat, and the old steamer. Poppa rolled his eyes. The young diesels wouldn't dare to even lay a finger on him. They were smarter than they looked, even if they weren't aware of the gift that was bestowed upon the rolling stock.

"Guys, it's okay. We were just talking." the were-cat quickly transformed into her true form, and stepped out in front of the young diesels. Gook shot Poppa a dirty look, and backed off. Apparently, not only were they to protect her, but they were also to keep her happy. Maybe Greaseball truly cared about her after all.

"He didn't ask you anything that made you feel uncomfortable did he?" Lube narrowed his eyes. He was obviously suspicious about the old steamer, but Poppa couldn't blame him. Were-cats were powerful beings, and if that kind of power fell into the wrong hands, Starlight knows what would happen.

"No, we were just talking. Trust me, you would've heard me put up a fight if he tired anything. Say, aren't you guys a part of Greaseball's gang?" the were-cat clearly hadn't officially met them before. Then again, she did just arrive not too long ago.

"Yeah. I'm Gook, and this is Lube." Gook nodded towards the other diesel, who gave a little wave.

"Nice to meet you." Dusk nodded in acknowledgement. The two diesels weren't as tall or well built as Greaseball was, but they would most likely make up for it in numbers. Who knew how many of them were there. Being watched over by them reminded her of the machines back at her mansion. They were vigilant, and ready to come to aid, or cheer her up when she needed them most. Perhaps the rolling stock here was no different than her machines back in her home world. It could be possible that she would be able to handle them if they ever went on the attack, but she couldn't jump to conclusions, especially when it came to handling such powerful creatures. She knew her possessed machines at home were powerful. Some even had their own special abilities, but she wasn't sure just how powerful the machines here were. One thing was certain however, Poppa was hiding something. He knew something the others didn't. She would have read him even further, but some secrets are better left hidden, just like how she left some secrets at the graves of the humans she murdered using her machines. Technology was not only a tool, but also a weapon. The possibilities were limitless when it came to her horrific acts of slaughter. Perhaps, the machines here were oblivious to it, but CB clearly knew the benefits. Man-kind would never suspect a machine was capable of intentionally murdering a civilian. That was the reasoning behind her preference of using technology to commit such vile acts.

"I think we should just take her back to the diesel shed Gook. We can't let anyone see her. Greaseball would kill us if something happened to her, or if word gets out that there's a were-cat roaming around." Lube glanced at Poppa, trying to prove his point. Although, Poppa seemed to be one of the few, if not the only one, that knew quite a bit about her kind, and he kept his little secret under wraps, but it was clear he knew about something she didn't. She didn't want to press him further for questions. He was probably stubborn as a mule, and sometimes our darkest secrets are better off locked away anyway.

"I agree. Come on, Dusk. The others will watch over you while we're out working." Gook turned around to let her grab a hold of his couplings on his lower back. Dusk simply stared. She didn't have skates, but Gook was probably just used to it, and didn't realize his error.

"Uh, Gook, she's not a train car, remember?" Lube held back a snicker. Gook face palmed, realizing his mistake. It took all of Dusk's strength to not laugh at the poor diesel. He made himself look like a fool in front of one of his friends, or maybe his brother. They both looked quite similar, but both had distinct differences. Lube lacked the broad shoulders Gook had, ans was smaller in stature. Clearly, they worked together every once in a while. Lube was the brains, and Gook was the muscle.

"That's right. Hold on, I have an idea." Gook turned around to face her.

Before Dusk could ask him what he had in mind, Gook lifted her off the ground with ease. She nearly forgot just how powerful they were. Clearly, they retained their strength when they were in their humanoid form. Gook would be able to dropkick her to the side of the train yard if he wanted to, or worse, snap her neck like a twig. The very fact that literally any of the machines here could kill her with even a single punch to the head was unsettling, but that wasn't new. All machines were powerful, and most people underestimate them until there's an accident. She exclaimed in surprise as the young diesel slung her over his shoulder with ease as if she was no more than a small sack. She face palmed and shook her head. This was going to be a _long_ day.

 **A/N: Finally have another chapter out of the way. I included two head canons here. diesels, and electric engines are cold blooded. They must have a constant source of heat in order to be able to move quickly. If they are too cold they won't move at all, which is why diesels hibernate in the winter, and electric engines go South for the winter. Lube is smarter than Gook, his brother, but Gook is stronger than Lube. Often times, they work together, and Lube is the one who comes up with a plan, while Gook carries it out. I included a bit of foreshadowing here. Just what is Poppa hiding? You'll find out soon in the next chapter. Until then, see you later!**


	17. Discovery

**A/N: I live! I'm so sorry for the wait. This chapter will be pretty long, just a heads up. I was listening to Song Of Durin by Clamavi Di Profundis in case anyone was wondering. Anyway, on with the show!**

Two weeks after the incident, Rusty was sitting in a siding. Today was rather slow. It always was the first day of Autumn. The work load was always lifted a little, so the diesels could prepare for hibernation, and the electrics could have enough time to pack before they head South for the Winter. He was never fond of this time of year. He had to do at least _something_ , otherwise he would probably get himself into trouble. Perhaps he could head out of the train yard, and spend some time in his favorite hiding place for a little bit. He transformed into his rolling stock form, a small rusted steam locomotive that had clearly seen better days, and headed for the country side.

He couldn't actually _see_ in his rolling stock form, but he was able to detect heat signatures, like a serpent. That way, he would not require a human crew to operate him in this form, and he would be able to detect anything obstructing his path. It was intriguing how the rolling stock had characteristics of both man and beast. The diesels, however, were obviously an effort to make them more appear more human both inside and out, while electric engines were different from all three races. Electra was a prime example. He was rather, well, feral around humans. Rusty didn't know much about the electric engine, aside from the fact he held a bitter resentment towards humans. He must have had a bad experience with humans early on in his life. He had considered asking Electra's components, but they would probably keep their lips sealed when it came to their master's past.

Rusty eased to a stop, transformed back into his humanoid form, carefully eased into the tall grass, and slunk over to the trees. He had to walk on his toe stops when he wanted to head off the rails, or any other smooth surface. He came to a clearing, and sat down by a tree that over looked the lake. He had taken Pearl here before on one particularly clear night. She clearly had never left the train yard before then. She simply gazed up at the stars, awe-struck at the beautiful sight of so many stars, and the full moon. Perhaps he could bring her back here again some time. A rustle in the underbrush caught his attention, and he whipped around to see a doe emerge on the other side of the clearing. He smiled as it approached him. He knew this doe since it was a tiny fawn. He reached out to the normally timid creature. The doe snorted and rubbed his hand with her soft snout. The doe had absolutely no fear of him. Sometimes she would even lay down beside him, and lay her head in his lap, letting him scratch behind her ears.

The doe's ears perked up as she stepped back, and looked around nervously. That was odd. Usually, she wasn't so cautious around him. She snorted, and shifted anxiously. Rusty looked around, but saw nothing. Maybe she was just jumpy today. The doe's ears swiveled as she listened. Something didn't seem right with her today. She gently nudged him with her nose, and looked back at the forest, as if she was trying to tell him something.

"What's the matter?" Rusty stood up. The doe walked around behind him, and nudged from behind again. He exclaimed in surprise, and understood what she was trying to tell him. Something was off here, and they needed to get to safety. The doe led him quite a ways through woods through trails she had traveled for years, forcing Rusty to walk on his toe stops once again. The doe suddenly stopped just in front of, what looked like, an abandoned mine. The entrance was boarded up to ensure no one would be able to go inside. The doe looked back at him, and then looked at the mine. Clearly, she wanted to show him this. She moved a little closer to the mine's entrance, and touched her nose to one of the boards. The whole entrance rippled like water.

Rusty was sure he was letting his imagination get the best of him, but the doe proved him wrong by sticking her whole snout _through_ one of the boards. It was an illusion. She looked back at him, and nudged him closer to the image. She must have been wanting him to try it himself. Rusty reluctantly reached out, and his hand went through the illusion. He felt a tingling sensation run up his arm, and quickly pulled his hand back.

"What in the world is this thing?" Rusty reached out again, pushed his hand through the illusion once more, and pulled his hand back again. He looked down at his hand. It was completely unharmed. Something had to be on the other side of this... _thing_. Curious, he stepped through the illusion, and entered a pitch black tunnel. He jumped back in surprise as torches that lined the walls lit up, one by one, as if it were magic.

He wanted to turn back, but there was a sense of adventure to this place. He squinted to see what laid ahead, and spotted what looked like huge doors at the very end of the tunnel. He considered turning back, but he wanted to see at least some of the secrets of this place. His curiosity won him over, and he pressed onward, making his way to the enormous doorway. Now that he had gotten closer to the doors, he could see something was off about them. There were runes of power etched on the very top of the doors, and a powerful beast that looked similar to a steam locomotive curled around the Earth, with even more runes inscribed around the great beast. Somehow, it looked familiar to him. Something deep inside him knew what this was, and was now drawing him to what was behind the doors. He laid a hand on one of the doors, and then paused. What if it was a trap? What if whatever that was hidden away in this place was a half-starved beast bent on slaughtering whatever or whoever dared to the enter the room. He was a steam locomotive, a machine, and certainly more powerful and faster than a trap or a mere animal. He opened the door and his jaw dropped.

An enormous room dimly lit by torches, and a huge chandelier, laid before him. It was lined with tables, and chairs fit for a king's quarters, and statues of the great beast that was inscribed on the door sat on stone pedestals like great guardians of old. Rusty reluctantly entered the room, and looked around. No one had been here for decades.

 _Why hasn't anyone noticed this before?_ Rusty wondered as his eyes laid upon a steel throne in the very back of the room. The miners would have found this. That is, if this place was even a mine to begin with. Perhaps this place was built after the mine had been closed off from the public. If that's true, then who, or what, built this place? The furniture was too large for humans to sit on. It was more like... rolling stock sized. He explored the room, but found nothing of interest, until a bright shine in a pot near the throne caught his eye. He reached into the pot, and pulled out, what looked like, an amulet. He noticed the amulet itself was the beast he had seen on the door, except it had stag like horns, and was coiled around a smooth cut emerald. It was far too large for a human to wear, but it looked like an engine would be able to wear it.

"Wait a minute.." Rusty looked at the furniture in the room, and then back at the amulet. Everything in this room was engine sized, and the amulet looked similar to a steam locomotive. Did this amulet belong to a steam engine long ago? If so, why did they leave this place? He looked down at the amulet once more. He could feel a tingling sensation run up his arm. There was some form of energy attached to this amulet. It made him feel.. stronger. Could this be a sign from the Starlight Express? Was it trying to tell him something? He wasn't sure what all of this meant, but it all felt so familiar to him, as if he had been here millions of times. He considered leaving the amulet here, and keeping this place a secret, but deep down something told him to take the amulet. It would make an interesting souvenir. Perhaps Poppa would know something about this. Whatever this _mine_ was, it was a strange one. It was hidden away from civilization, and no humans have ever talked about this place, which led to the question: what exactly was this place, and what did the rolling stock have to do with it?

 _Maybe I can figure this out on the way home_. Rusty thought, and headed for the tracks, with the amulet in hand.


	18. Family Secrets

**A/N: Finally, another chapter! It's almost done guys! Once this is out of the way, I'll be focusing on the sequel, and a couple of one-shots, so there is plenty more on the way trust me. Anyway, on with the story!**

Poppa was beginning to worry. It was getting late, and Rusty was nowhere in sight. He was just about to head out, and look for him, when he heard a familiar whistle. He sighed in relief. Rusty was back in the yard, safe and sound.

"Where in the world have you been, Rusty?" Poppa asked the young steam engine as he approached him. Poppa was angered at the fact that Rusty had left the train yard on his own on another adventure of his, but he couldn't stay angry with him for long. He too did a bit of exploring himself when he was Rusty's age. He grew suspicious as Rusty his feet a little. The young steam engine must have done something he shouldn't have when he was out and about.

"Rusty, what's wrong?" Poppa looked into his amber eyes, trying to read him, just as how the were-cat had taught him so long ago. Rusty seemed to be troubled with something. Something was bothering him.

"Well... I found an old mine close to where I took Pearl to see the stars, near the lake, and I found this," Rusty held out an amulet, _his_ amulet; the one he had been looking for for years. Poppa froze. Rusty had discovered the Great Hall, where the old steamer had me with other machines so many years ago. Now Rusty had found it, and he owed the young steam engine some answers.

"Poppa, are you okay?" Rusty grew concerned as Poppa simply gazed at him in shock. He clearly knew what the amulet was, and where he found it. Poppa bit his bottom lip. He must have put the old timer in a tight spot.

"I'm fine, son." Poppa sat down on the buffers, and patted an open space beside him. "Sit down, son. It's time I told you about this."

Rusty reluctantly sat down beside Poppa. Had he done something wrong? Poppa sighed. He had to come clean. How could he explain this to Rusty? He didn't want Rusty to view himself as a monster, but he couldn't find a way to sugar coat it. He looked around to see if anyone was watching. They were alone, at least for now.

"You see Rusty, all machines have a gift. Many believe it was gone, but it actually became dormant. It just needs to be reactivated, which can be done in almost any way, mostly through angered, or being cornered, but this," Poppa gestured to the amulet in Rusty's hands, "gives us the ability to control it, except on a blood moon. That is when the form will activate regardless of any spells, or charms your using to keep it under control."

"Poppa, I don't understand." Rusty didn't seem to like where this was going, but he needed to know about this. It was better off this way, rather than have Rusty have his form activated by accident, and go on a blood thirsty rampage. Rusty wouldn't be able to live with himself if that happened. Poppa didn't want Rusty to be afraid of his form, but it would be good for him to be wary of it.

"Remember the stories of machines having a much more monstrous form?" Poppa looked at the younger engine. Rusty nodded.

"Yes, why?" Rusty shifted nervously.

"Well, those stories are true, and we still have the form, but nobody knows it yet. I didn't want to tell you about this because I didn't want you to constantly worry about it, or view me or yourself as a monster, but it is better off to tell you now than to have you discover it by accident, and destroy the whole town." Poppa just couldn't sugar coat it. He had to tell Rusty how it was, but he could tell him only what he needed to know. The rest can wait until he activates his form for the first time.

"Then.. what's this for, Poppa?" Rusty held up the amulet.

"It has a special charm on it that helps us keep our blood thirsty instincts under control, so we don't kill anyone on accident, or to help us hide the form, but it's useless on a blood moon. We will always transform on a blood moon, and our instincts will spiral out of control as well. I have been sneaking out of the train yard, and as far away as possible from town as I can, so I can transform without putting anyone in danger. Of course, the blood moon will only make you transform if your form is activated. That's why you haven't transformed yet Rusty. I had this amulet made when I joined our secret society to help me learn how to control my form, and my instincts. I worked with other machines to help keep this form hidden from mankind, and to protect mankind from this form. We've managed to keep it hidden for centuries, but even with all of our precautions, someone found out, _you_ found out, Rusty. I'm not surprised you were drawn to the Great Hall, the mine you discovered, a machine that has not been able to activate its form is still able to recognize such a place, even if they've never been there before. It was in their blood, as it is in yours, Rusty." Poppa grew silent, giving Rusty a moment to process all of this. The young engine remained silent for almost a minute, not a good sign. It was clear Rusty was upset with this, but he _had_ to know about this. It was better off this way.

Rusty felt sick to his boiler. The very fact that he could have activated his form at anytime on accident. Thank Starlight he hadn't, but he was still a hazard to the townsfolk. He didn't want this. He wanted to rid himself of the form, but he couldn't just throw away what the Starlight Express had given him. They were given this gift for a reason. Poppa laid a supportive hand on his shoulder, and he looked up at the old steamer. Apparently, he knew what he was thinking.

"Rusty, I know this is a lot for you to take in so suddenly, but I can teach you how to keep your instincts under control because the charm on this amulet will only work on me, and I doubt we will be able to find anyone that knows how to make one anymore, around here at least. If we do, it would take months for the amulet to be made, and we can't wait for several months. You could activate your at any moment, and you _must_ be ready to control it. Otherwise, you'll make the same mistake I did before I joined the society."

"Poppa, what do you mean? What did you do?" Rusty immediately began to regret asking the older engine about his past as Poppa's expression grew solemn.

"I'd rather not tell you that, Rusty." Poppa didn't want Rusty to view him as the monster he used to be, or to be afraid of his form. Although, Rusty seemed to be upset already, but he _will_ have to use his form one day, and he should start his training as soon as possible. It would be better off to be prepared than to risk the lives of thousands of humans.

"Oh," Rusty looked down at his wheels. It might be best if Poppa didn't tell him anyway. The fact that his form could be triggered at any time made him uneasy. What if he transformed at the station, or worse, at a crossing in the middle of town? However, Poppa knew how to keep this form under control. It was far better to be prepared _before_ he activates his form than to wait for it to activate, and constantly fear for the safety of those around him.

"You've been awfully quiet Rusty. What's bothering you?" Poppa laid a supportive hand on Rusty's shoulder. Rusty met his gaze.

"You said you can train me. Can we start, like right now? You said you wanted me to be prepared when my form activates, so I don't have to constantly worry about it activating." Rusty wanted to go through with the training. It would put his fears to rest about the inevitable future. If he couldn't control his transformation, he could at least prevent his demonic instincts from taking the wheel, and going on a blood thirsty rampage.

Poppa smiled warmly. "We can start tonight at the Conference Hall."

 **A/N: Phew! Another chapter done and out of the way! The climax will be coming up in a couple chapters, which means we are nearing the end of the story. The next chapter will be uploaded as soon as possible, until then, see you later!**


	19. The Clock is Ticking

**A/N: Finally, another chapter! We are inching ever so closer to the end of this story, but the journey is far from over. I already have a sequel in the works, but it won't be out for some time. Anyway, on with the story!**

Dusk made sure to spend as much time as possible with CB, Greaseball, and Electra. There was going to be a full moon out tonight, which meant the portals would be open, and she would have to return to her home world. She yearned to stay here, but she had to take care of her possessed machines, and run her business. Her machines, her family, were probably worried sick about her, but so far, she was able to hold her own here. She could drop by and visit her new friends every full moon, but how would they respond to the news?

"You've been awfully clingy today, Dusk. Is something wrong?" CB sat down on the crate beside her. Even when he was sitting down, he still a bit taller than her. He was dangerous to most, yet a friend to a select few, but to her, he was more than a friend. He was family. She nervously bit her lip. She didn't want to break his heart. However, she had to return to her home world, and take care of her extended family, her machines. She could at least try to lessen the blow a little bit.

"Well, you see, CB, the portal to my world, where I came from, will only be open on a full moon, which it tonight. I have a _family_ of sorts, and I have to run my business to help pay for taking care of my them. I'm afraid I will have to leave tonight." Dusk's heart sank as CB's smile faded, and his shoulders slumped. It was heart-wrenching to see him like this, but he needed to know. She just couldn't leave him without warning.

"W-what do you mean? Don't you want to stay here?" CB felt both sorrow, and anger. It was as if his mind was thrown into a blender of emotions. Dusk, the only one who understood him, and cared for him when he needed it most, was now leaving him tonight. She was like a mother to him, providing comfort, and keeping his inner demons at bay. He didn't want to leave, but he couldn't force her to stay. It was her choice.

"Yes, CB, I love it here, but I need to take care of my _family_ , and run my business. I can drop by, and visit every full moon if you'd like." Dusk held his large hand with her tiny one. She was cold to the touch, like ice... or a corpse. CB had seen enough death, and misery to not bat an eye at the worst train wrecks he had caused, but loosing Dusk felt like loosing his mother, and a friend. She would never be able to understand how much she meant to him.

"I guess that'll work out. My night terrors aren't as bad as they used to be. I can handle 'em now." CB gazed down at his wheels. "Or if it's possible, we can visit you someday. You said you have to run a business, and you have a family to attend to. You said the portals are open on a full moon, right?" he lifted his gaze to meet hers, and raised an eyebrow at her. Dusk nodded.

"Yes, my mansion is the second portal to the left, and Fantanzia is the third on the right. If I'm not at my mansion, try going to Fantanzia. Tell the guards that General Ravenwood sent you. They will know I know you by calling me by my last name. We Fantanzians don't like to give out too much information about ourselves, even our last names. They will automatically know I trust you, and let you into the castle. Whiteshade, the queen of Fantanzia, will call for me." Dusk must truly trust him with this information. He knew she didn't like to talk about her kind, or Fantanzia very much, but this was the most information she had ever given him. He would have to remember that in case of an emergency.

"I can see why you have trust issues, but... out of all the train folk here, why me? Why do you trust me?" CB had always wondered why the were-cat trusted him. What did she see in him that made her like him so much? Dusk shrugged.

"You trust me, so why shouldn't I trust you? You know what I've been through, and you're... different, just like me." Dusk looked down at her leather boots. She had tried to not get attached to the caboose, but as it turned out, she cared about him more than she had previously thought. It was almost painful to tell him the news, but she needed to keep her possessed machines from overrunning the town, and to keep _him_ under control. She had to keep her promise to them. Otherwise, _he_ would become too powerful, and the whole town would be in danger.

"What do you mean you know what I've been through?" CB gave her an inquisitive look. The were-cat hardly ever talked about her past. It was none of his business anyway. Perhaps, she and him weren't so different after all. Dusk sighed.

"Your night terrors are caused by trauma, the silent suffering, the slow descent into madness. That is what I'm talking about. You know how I feel, CB." Dusk felt the caboose wrap an arm around her, and hold her close to embrace her. He was warmer than she thought. She looked up at him to see him smiling.

"That makes us two peas in a pod, eh?" CB chuckled weakly. For the first time in months, Dusk smiled.

"Yep, friends to the end." Dusk wrapped her arms around him. He was more than a friend. He was family.

 **A\N: Phew! Finally! I hinted at a new character that I hope to reveal sometime, not in a Starlight Express fanfic though, maybe Supernatural. Anyway, just a couple more chapters left, and I'll be done! Until next time, see you later!**


	20. The Time Has Come

**A/N: Finally, another chapter! There's only a couple more left, and this story will be done! This chapter is a bit long, just a heads up. We finally get to the climax in this chapter, and we finally get to see Dusk in action! Anyway, on with the show!**

Dusk looked up at the night sky as the full moon slowly ascended into view. She stepped back into the shadows to prevent her third form from activating. She wasn't ready to reveal that to CB just yet. He needed to learn more about the importance of the moon, and why it was considered sacred by the citizens of Fantanzia. She looked up when she felt Greaseball's huge hand on her shoulder. The diesel was trying to stay strong to keep his tough guy image up, but his gaze was solemn, and she could tears begin to well up in his eyes. He didn't want her to leave. He too had become attached to her.

Electra looked down at the were-cat beside him. He never took the time to stop, and get to know her, but from what CB had told him, she was a kind, yet troubled soul. She had seen more than her fair share of misery, but she didn't let that stop her. She was so small compared to the rolling stock. Her head was just barely past his knee. Although, Greaseball had told him that one of her special forms was much bigger than that, but Electra never asked Dusk about it, preferring to mind his own business.

He froze when he felt a sudden surge of energy in the air. He looked at his components and reached out to them with his computer.

 _Do any of you feel this?_ Electra shuddered as the energy grew stronger. This was a type of energy he was unfamiliar with. It made him feel cold, and his metal hide tingled. It was... rejuvenating.

 _Yes, Electra, we sense it as well._ Purse looked at him with the corner of his eye. Purse shifted a little bit, and Electra could sense the money truck's anxiety. Electra couldn't blame his component. He had no idea what to expect from the were-cat beside him, or what was going to come through the portal when it opened. He looked at CB, who seemed to be the one who was most upset about her leaving.

CB closed his eyes, and gently squeezed Dusk's hand as he lowered his head, so she wouldn't see him cry. He didn't want to let her go, not yet. She meant so much to him. She was more than a friend. She was family. She's the reason why his curse, his night terrors had almost completely stopped. He opened his eyes, and lifted his gaze as a small light began to pierce the air before them, as if to tear through the veil. The tear began to grow, as if the air were fabric, or how flesh rips when a knife slices through it. The portal was opening.

He stepped back as mist rolled out from the portal. It wrapped around his skates and covered his wheels. The mist was cold as ice, and sparkled like how the morning dew glistens in the early morning sun. It was beautiful. He squinted when he noticed dark shapes shifting about in the portal. The shapes were racing for the entrance of this portal. What were they? He felt Dusk squeeze his hand tightly. He looked down at her, and her eyes were wide as saucers.

"I led them through the portals. They know I'm here." Dusk looked at her new found friends. "You need to get out of here. It's my fault they found us, and I don't want any of you getting hurt." Dusk released CB's hand, and began to transform before their very eyes.

Electra's eyes grew wide as Dusk's skin gave way to black and white fur, and black and red armor. She grew in size and muscle as her nose and mouth morphed into a fang lined feline snout, and her hands and feet morphed into paws of some sort. Wickedly sharp claws burst from her finger and toes tips as black and red spikes erupted from the skin of the white tip of her powerful tail. The were-cat stepped forward, and let out a ground shaking roar, signaling the transformation was complete, and challenging the group of humans that had shot her nearly a month before. She had a score to settle with these humans.

He remained fixed in place. This was the form Greaseball had told him about. Krupp, however, approached her. The arnaments truck had no fear of the were-cat while she was in this state.

Dusk turned her large head to look at Krupp with her cold, and unforgiving gaze. Her eyes seemed to glow with either malice, or blood lust. No wonder why she was appointed as the General of Fantanzia's army. He could see his reflection in her pale eyes, and for a brief second, her gaze softened. He removed his hat as a sign of respect for the General he had come to admire.

"It would be an honor to fight by your side, General Dusk. I cannot desert a fellow soldier on the battle field." Krupp knew his master would disapprove of this, but he could not just leave her to fend for herself in the midst of battle. It was cowardly, and dishonorable. There were few weapons that could pierce his armor anyway. Most projectiles would bonce off his metal hide. Dusk however, was another story. Her hide was not as strong, and she was lucky someone had found her when she shot the first time. This time she may not be so lucky.

The were-cat was silent for a moment. She was considering his offer. She dipped her head as a sign of respect.

"I accept your offer, Krupp. It would be an honor to fight by your side as well. By the way, it's General Ravenwood." Dusk smiled, baring her fangs. Her kind was built for built for war, built for destruction, built to slaughter, and now it was time for her to live up to her kind's fearsome reputation. Greaseball stepped forward, and stood tall with his head held high.

"He's right. It's wrong to leave you to fight alone. Besides, you're all I have left, other than Dinah, and my gang. I can't loose you like how I lost my title as champion. You saw what I could do in the freight yard that night when CB told me to watch over you." Greaseball had a point. He did possess great strength, and would prove to be invaluable in battle. He would certainly turn the odds in her favor.

"Me too, you're more than a friend to me, Dusk. You're family." CB held her paw. Her fur was surprisingly soft, almost like down on a baby bird. Dusk looked at him with her solemn eyes, touched by his declaration. Electra sighed.

"I suppose I will assist you in combat as well, since Krupp sees something in you." Electra stood strong. He was either acting out of pride, or he was actually wanting to help her. Dusk couldn't tell. He was hard to read. Either way, she appreciated the help. It was their way of giving back after all she had done for CB. Although, they really didn't have to repay her, seeing their sweet smiles was enough gratitude for her.

"Thank you, all of you. That means a lot to me. I'll do my best to protect you. It's what your brothers and sisters in arms are there for. You watch each other's backs, and you run to the aid of each other when one needs it most." Dusk turned to face the portal, and took a deep breath as the humans charged towards them. This was it, the final showdown.

 **A/N: I'll try to have the next chapter up by tomorrow, or so. We get a a few pearls of wisdom here. When you're in the military, you are no longer strangers, you are now brothers and sisters in arms, a family, and you must protect each other if any of you are to get out alive. To leave a fellow soldier alone to fight the enemies on his or her own is one of the worst things you can ever do. You are leaving a brother or sister behind to die. Think about that for a minute, and let that sink in. Now that I've given my point, I will see you in the next chapter.**


	21. The Drums of War

**A/N: Here it is! The first part of the battle! A quick warning of violence, and a tad bit of gore. I can't believe I'm almost done with this story. Thank all of you so much for taking the time to read my stories. It really means a lot to me! I finally give you all a peek at Fantanzia's beauty, and some of the citizens there. I think words cannot describe it, but I'll try to put it into words for all of you. Anyway, on with the show!**

The angry mob stormed out of the portal, weapons raised, and primed for battle. Dusk lunged forward with a great roar, pinned one member of the mob onto the ground, and gored him with her wickedly sharp claws in three swift blows. These humans were foolish. They lacked the proper training, and armor needed for such a battle, but they made up for it in numbers, and fire power. She couldn't risk getting shot again. She wouldn't be able to protect her comrades. She whipped her tail around, and struck another member of the mob, sending the poor fool flying across the tracks. She turned, and raced over to CB's side. He was the most vulnerable of the rolling stock.

CB pulled his arm back to deliver a blow to the human before him, when a black and white paw like hand swiped at the human, aiming for their belly to disembowel the target, but the human was quick enough to dodge Dusk's attack, but not fast enough to dodge his attack. CB felt the human's skull crack under the immense force of the blow. There was no way a human would be able to survive that. He glanced over at Dusk, who threw her attacker into a tree, as if they were a rag doll. She was much more powerful than he had thought.

The humans kept coming. It felt like an endless wave of enemies were pouring from the portal's entrance. They needed backup. They needed fire power, and he knew how to get it. He remembered Dusk telling him about Athena, and Whiteshade. If he could convince them to join the fight, victory would be certain, that is if he was fast enough. He took a deep breath, and waited for his, maybe only, chance, and darted into the portal the moment he saw an opening.

Dusk whipped around just in time to see CB race into the portal. She wasn't sure what he had in mind. This was his first battle. Perhaps, his nerves got the best of him. She couldn't blame him. It was always a scary situation, regardless of how much experience you have, you cannot take your next breath for granted. However, he didn't seem to be the type to suddenly flee in the midst of battle. He wouldn't flee from his murder victims. Perhaps, there was something more. Either way, she still needed to stay behind, and protect her friends. She raced over to Greaseball's side, and proceeded to rip a human to pieces.

CB sped through the mist covered terrain. The portal's ground rippled like water, and the air was cold. It wasn't freezing, just enough to chill him. He darted to the left, and entered Dusk's realm. He screeched to a stop before the enormous mansion. It looked abandoned, but knowing Dusk, there was clearly more to it. He looked up as a huge shadow flew over him to see not one, but two huge mechanical dragons circling the town.

"Hey! Hey! Athena! Hey!" CB yelled at the top of his lungs, and waved his arms, hoping one of them would notice him.

Dolor banked to the left, and noticed a strange being waving their arms, and shouting, as if to get their attention. He contacted Athena through his computer.

"Meet me at the mansion, now. There's a creature out here flailing his arms, and calling for you Athena." Dolor circled once, then dove, and landed next to the mansion, causing the ground to shake.

"Affirmative, Dolor." Athena replied. She turned around, and nearly lost her balance in mid-flight. She had turned too quickly. Dolor had warned her about that simple mistake before. It could jam the hydraulic pistons in her wing joints, and send her crashing to the ground. She dove, and landed beside Dolor, where a strange creature was trying to flag them down.

"Dusk is being attacked, and there's more enemies attacking than we can handle. She came to my world by mistake after being chased there by an angry mob of humans, and now they found her, and are attacking her, and my friends. I can lead you to her if you want." The humanoid caboose panted. Dolor's engine revved when he heard the news of Dusk, his master, was in great distress, and others are in trouble because of it. War affects everyone around it, even if they are on the other side of the world. It affects economies, people's jobs, and more importantly, it affects the story of man-kind. It was a fact he had learned when Dusk had first used him in battle. He had many questions for the strange creature, but they could wait, his master could not. Every second counted in this situation.

"Dolor, I have not been tested in combat yet. Master would forbid me fighting by your side, as much as I loathe it." Athena met the crimson gaze of her older counterpart.

"Correct, but you can take the creature to Fantanzia to notify Whiteshade. She needs to be notified of this act of war." Dolor quickly slipped through the portal, and then took to the cold air with a single beat of his enormous wings. Now he was able to pinpoint her exact location. He needed to be fast. Time was of the essence.

"Climb into my cockpit, and I will take you to Fantanzia." Athena laid down, even when laying on the earth, she was enormous. How in the world could Dusk climb on and off of this weapon of mass destruction within a matter of seconds? CB didn't know, but she was clever enough to build steel bars to grip onto to use as a ladder to climb up to Athena's cockpit. He reluctantly gripped onto one of the steel bars, and carefully made his way up to the cockpit. He felt a little uneasy. Athena had not proven safe yet. However, she seemed to be able to fly just fine. He sat down on the seat, and looked down at the impressive control panel. Dusk had crammed as many features into Athena's programming as possible. Athena's Artificial Intelligence was far more advanced than anything he had ever seen. The only primitive feature on her was a pair of chains connected to her neck that led to the cockpit. This must be how Dusk steered such a behemoth of a machine.

"Fear not, for my autopilot feature will do the work for you, just fasten yourself in, and we'll be off." Athena's voice modulator lit up as she spoke. It was directly in the middle of the control panel next to a radar, and several gauges that measured the temperature of Athena's engine, the level of altitude, and how much fuel she had left. She practically had a full tank of fuel. Thank Starlight. CB fastened his safety harness, Athena stood up. CB gripped onto the armrests of his seat for dear life. How could Dusk feel safe in this thing? Athena charged into the portal, and, with a great roar, took the air with a mighty leap, and a quick beat of her wings.

"I will attempt to fly as steady as possible. I cannot guarantee you will not get motion sickness." Athena looked back at CB for a split second before banking right into another portal, and then leveled out. They were now on Fantanzia.

CB looked around. They were flying just a little bit above the tree line. He could see the mountains in the distance. Their tops were shrouded within the clouds. They looked like they could reach up to the moon. He looked up at the full moon just in time to see an emerald scaled European Dragon fly past him. It was a creature of awesome power, and majesty, far more beautiful than he had ever imagined. It's power rivaled the sun, and it's grace would rival even the most elegant dancers The spiraled around him, and Athena. It's green scales sparkled in the light of the full moon like little gems. CB smiled at this elaborate display of finesse. Now he knew why Dusk loved it here. The island had beauty that simply could not be matched.

Eventually, the dragon left them, leaving him, and Athena alone for a few minutes. He gripped onto his seat as Athena dove and landed before a large castle. CB looked down at the village beneath them. The houses were made of either limestone, or quartz, gleaming white under the moonlight, and the roads were made of beautiful white marble that looked blue under the light of the moon. This was heaven. This was where he wanted to live out his retirement.

Athena laid down to let him off off, and he unbuckled his harness, and made his way down just as a small squadron of guards approached them. Their armor had no rust, nor dents, nor grime. It was spotless, and shimmered under the moon's rays. It almost looked like they were glowing.

"What is it you wish, and who sent you here?" The guard in the center asked in a booming voice as he tightened his grip on his lance, ready to attack and protect the kingdom if necessary. CB put his hands up to surrender to them.

"Dusk Ravenwood sent me here. She is in danger. Humans are attacking her in my home world." CB felt as if the guard was staring into his very soul. He was reading him, just like how Dusk had done to him several times before. He was simply making sure he was telling the truth. The guard relaxed.

"Very well, follow us." The guard turned, and led him up the marble steps, and into the enormous castle. The first hall was dark. It's floor was red as blood, and it's walls were blacker than the darkest nights. Scenes from epic battles were inscribed on the walls in crimson. It looked like a timeline of sorts, depicting Fantanzia's darkest ages. He noticed how their style of combat changed, and molded them into the army that man-kind feared today.

They entered a huge room, an indoor garden nonetheless. The ceiling was made of either glass or crystal, letting the moon's rays bathe the garden in a sea of silver. The trees stood tall along the marble path, like great guardians protecting the beautiful fauna, and wildlife. He jumped a little when a dwarf dragon flew just over his head. This was more than a garden. This was a sanctuary.

The guards came to a stop before a pair of large oak doors that had intricate engravings of Fantanzia's royal seal, a great tree, whose roots wrapped around in a circle, in gold. The center guard stepped forward, and pushed the heavy doors open. The hinges creaked from old age, and it echoed through the whole castle, announcing their arrival. They were now in the throne room. The floors and walls were made with white marble, a symbol of purity, and stained glass windows depicting great beasts and warriors of Fantanzia's history allowed the moonlight to trickle in, washing the marble in a beautiful display of color. The guard on the far right left the small squadron, and vanished into the darkness of the hall on the right.

 **A/N: Woo-hoo, two chapters in two days! The next chapter is already in the works, and we will finally meet the queen of Fantanzia herself! As you can tell, I use a lot of symbolism in Fantanzia. I hope you all enjoyed this visit to Fantanzia. I'll see you in the next chapter!**


	22. The Beast Awakens

**A/N: The story is almost done! Just one or two more chapters, and we will finally be at the end of the story, but the journey is far from over my friends! A sequel is in the works, but it probably won't be out for some time, so please be patient. This chapter is a bit on the long side, and has a bit of gore, just a heads up. Anyway, on with the story!**

Whiteshade, and Thorn were sound asleep in their chamber. They both stirred when they heard a soft knock at the chamber door. It was probably one of the guards. Whiteshade slowly opened her eyes, lit a candle, and and made her way to the door. She opened the door, and the guard was taken by surprise at the sight of her in her pajamas.

"I-I'm terribly sorry your majesty, but there is a strange being here. He claims your General is in his homeland, and is under attack." The guard was the newest addition to the night patrol. He is to get used to seeing her like this if he is to report any news to her at this time of night. Whiteshade stiffened. Her General was in distress and needed reinforcements.

"Is he here in the castle?" Whiteshade's white sweeping plume of a tail twitched. Thorn woke up, and sat up. The noise of their conversation had interrupted his slumber.

"What in the world is going on?" Thorn raised an eyebrow at the guard. The guard saluted in response.

"Your General is currently under attack in another world. There is a creature here claiming to be from that world, and is willing to tell you where she is." The guard replied.

Thorn sprang out of bed. "Well, take us to him!"

CB anxiously waited for the king and queen. The clock was ticking. He needed to convince them to aid Dusk, his best friend, and destroy the angry mob. He perked up when the guard returned, and a were-cat woman in a white nightgown, and were-dragon in a crimson robe sprinted past the guard, and towards him. The were-cat had to be Whiteshade. There was no way such a beautiful being could be merely a servant, but who was this were-dragon that was with her? Could he be the king? They both came to a stop before him.

"You claim Dusk is under attack in your home world?" Whiteshade panted.

"Yes, your majesty. I can take you there." CB nodded.

"Excellent!" The were-dragon boomed. His voice sounded like the golden note of a large bell.

"I will need you to mount my dragon first. You may join me if you wish." Whiteshade bowed, and raced to the stables.

"I'm terribly sorry. We would normally introduce ourselves, but in this situation , we must set all manners aside." The were-dragon bowed. "I am Thorn, king of Fantanzia, and my wife is Whiteshade. She was the one that offered you a ride on Sanctitus, her dragon. I can take you to the stables if you wish."

"Uh.. sure." CB was impressed with Thorn's rather large stature. His muscular build rivaled Greaseball's. Perhaps they could meet sometime. Thorn was actually quite a bit taller than Dusk, but wasn't as tall as CB was, and his amber eyes smoldered like fiery embers. CB had never seen such a creature quite like him before.

When they got to the stables, a great white dragon with stag-like horns, and sapphire eyes was being saddled. It had to be a hybrid. It didn't quite look like European Dragon, nor a Frost Dragon. It looked like a mix of both. Its white scales shimmered like gemstones in the moonlight.

Whiteshade walked out in the moonlight, and her transformation began. Her nightgown turned into a beautiful flowing spectral dress as her eyes became a solid emerald color with gold flecks around where the pupils would have been. She seemed to glow, making her appear like a celestial goddess from ancient times. She turned to look at CB, and her white fluffy tail twitched.

"Do I need to help you, or can you climb onto Sanctitus's back yourself?" Even Whiteshade's voice changed. It was even smoother in this form, almost... soothing. CB looked up at Sanctitus. The dragon was massive compared to him.

"Uh, yeah. I think I need a little bit of help climbing onto it." CB approached the dragon. It looked down at him with its piercing sapphire eyes.

"Sanctitus is a male. He is very important to us, and he knows we need him once more. He has not seen a battle for decades, so he is eager to take to the skies, and bring glory to Fantanzia once more." Whiteshade gave CB a boost. Even with her helping him, climbing onto Sanctitus's back was a challenge, but he managed to pull it off. He sat in the large saddle seated between the dragon's broad shoulders. This was far more amazing than riding Athena. He could feel Sanctitus's powerful muscles flex beneath him with every great breath he took, and felt his heart beat between his legs. Sanctitus was alive, a creature of awesome power, and majesty. His scales were even more beautiful up close. They looked like small shields that have been polished to perfection by a proud warrior. CB reached out, and stroked the dragon's powerful neck. His scales were smooth, and were cool to the touch. Hybrid or not, Sanctitus was a beautiful beast indeed.

Whiteshade quickly climbed onto Sanctitus's back. How could she do this without breaking a sweat? CB looked down. A whole army had gathered around them. The warrior's armor sparkled in the moonlight like mirrors, and their blades were flawless. The horses of the cavalry whinnied, as of they were eager to charge into battle at least one last time. It was an awe-inspiring sight for the caboose. He would never get tired of seeing so many great warriors rallying for battle. He looked over at Thorn, who had just began to transform.

Thorn's skin gave way to sharp ruby scales, and golden spikes burst from his back as he grew in size, and muscle. Red wings with gold membrane burst from his shoulders, and the tips of his fingers gave way to golden talons. He went down on all four paws, signifying the transformation was complete. He was huge, but nowhere as near as large as Sanctitus, or Athena. However, he appeared to be a European Dragon, the most common type found all over the world. CB could see Thorn's thick muscles flex under his red scales with every little movement he made. Apparently, his muscular build carried over to this form.

"Where is the portal to your world?" Whiteshade asked CB. He looked back at the beautiful were-cat.

"It's the next portal to the left. Dusk told me how to find you here." CB replied. Whiteshade gave him a warm smile, the smile of a kind and loving mother.

"I am glad she told you. Otherwise, I would not be aware of this. Thank you, we are in your debt, but now, we fly!" Sanctitus roared. CB could feel it in his chest and legs. Both Sanctitus, and Thorn took to the air with a quick beat of their wings. The warriors charged after them. Their loyalty to the king and queen could not be matched.

Back in the Apollo Victoria, Poppa had awakened to the sound of the scuffle, and raced out of his shed to see what was going on. He gasped. Greaseball, Electra, and Electra's components were fighting alongside Dusk, slaughtering any human that stood in their way. Rusty sluggishly made his way over to his side. No doubt he too was awakened by the ruckus. He froze when he saw what was going on, and looked at Poppa.

"Poppa, what's going on?" Rusty's amber eyes were wide with fear. Poppa clenched his fist, and held back a snarl. He knew what he had to do.

"The humans found out about the were-cat here, and are trying to kill her. I'm going to have to use my form." Poppa turned to Rusty. "Remember Rusty, no matter how horrible it may appear, I am using my form for good, and that you too have this gift." he raced away out of sight.

"W-wait, what's a were-cat?" Rusty called out, but Poppa was nowhere in sight.

Poppa slunk behind an old shed, and looked around to make sure no one was watching or had followed him here. He took a deep breath. He had to be careful not to let the beast get the best of him. He doubled over as pure agony ripped through his body. His metal frame shattered, and rearranged as his muscles burned. The transformation was much more painful than he remembered. He pounded his fist against the solid concrete, making it crack under such brute force as he held back a scream of agony. The tender on his back sank back into his spine, and then his spine extended, forming a new tender to act as a powerful tail as he rapidly grew in size and muscle. His _skin_ gave way to emerald metal that glistened in the moonlight. His gray hair became a mane as grey stag-like horns pushed through his scalp. His hands became paws of some sort, one for every wheel his rolling stock form would have, that ended in wickedly sharp silver claws that could slice through steel as if it were butter. His nose and mouth transformed into a draconian snout, the creature that inspired the Starlight Express to create the steam engine's beastly form, a mighty beast indeed. He fell to his knees, and opened his feral golden eyes. The transformation was complete. He stood up on all paws. He towered over every building in the train yard. It was one benefit with his old age. As an engine ages, their beastly form will continue to grow, sometimes reaching monstrous proportions like the great dragons of legend. He was _enormous._ He roared, and charged into battle, eager to taste the sweet blood of his enemies once more.

Rusty could only watch as Electra, Electra's components, and a strange feline like beast struggled to hold off the humans. If his form activated, he would probably end up killing all of them by accident, a sickening thought. Everyone froze when they heard a ground-shaking roar. It was deep, and made every building in the city shake. A massive emerald draconian beast that resembled a steam locomotive, the same beast he had seen carved into the door in the mine, lunged forward, unleashing a blast of white flame, the hottest fire known to man. It's emerald hide sparkled in the moonlight. Deep down, Rusty knew it was Poppa. Rusty could only watch as Poppa burned, and slaughtered any human that dared to cross his path. The humans' bullets harmlessly bounced off Poppa's gleaming hide. The old steamer's metal didn't have any dings or scratches on it at all. His hide was impenetrable.

Rusty held back a gag as he caught the scent of blood and burning flesh, yet the blood smelled... sweet, tantalizing almost, and the smell of burning flesh awakened his appetite. He shook his head. What was wrong with him? These humans were being slaughtered left and right, and he found the scent of their blood, and flesh burning to be pleasant! Even before his form was activated, it was showing itself, not physically, but mentally. He didn't want to be a blood-thirsty monster like those in the stories of the old railroads. Why did the Starlight Express bestow this gift, this curse, upon them? If the Starlight Express was a peaceful deity, then why would he give them this?

Electra's eyes grew wide as the great beast incinerated nearly half of the human militia with a single blast of flame. The creature looked so familiar. It almost looked like... no... It couldn't be that old steamer. Whatever it was, he was relieved it was on their side. Thank Starlight the humans finally began to retreat back to the portal, but much to both Electra's and the humans' surprise, two enormous mechanical dragons flew out of the portal at full speed, forcing the humans to run away from the portal, and back to the battlefield. They had absolutely no means of escape. The humans were trapped. It would be better off this way. They could not travel back to their home world and spread word of their realm, or risk being taken over.

The black mechanical dragon had copper plating on its underbelly, and red electric eyes. The silver one had blue electric eyes, and was a bit more slender than the black one, making it appear more feminine. The black one unleashed a blast of flame at the humans, and Electra swore he heard it speak.

"Master! Your companion alerted us to your distress! We are at you command!" The black dragon's voice was obviously male, and was deep, fitting for such a great weapon of mass destruction. The dragon flew over them, completely blotting the light of the full moon. The two behemoths of machines were allies, and someone from here certainly didn't build them. However... Dusk was not of this world, and she was the one in distress. That meant only one thing, Dusk had to have built them, but how could she build such powerful weapons of mass destruction? She was far more intelligent than he had previously thought.

As if that wasn't impressive enough, a beautiful white dragon flew out of the portal with a great roar, followed by a great battalion, and a large red and gold dragon. The scales of both dragons sparkled like new fallen snow, and the soldiers' armor reflected the moon's rays, like how water reflects the sunlight in the middle of summer. He looked up as the white dragon gracefully spiraled down, swooped, and grasped two claw fulls of humans before dropping them from a great height.

CB clung to one of Sanctitus's back spikes for dear life as the dragon banked, and unleashed a powerful jet of flame. The heat from it was almost unbearable. How could Whiteshade withstand this during such an intense battle?

"Cut off any means of escape, Sanctitus! We can't let any humans escape, and speak of our kind!" Whiteshade shouted. Sanctitus snarled, and dove. He unleashed another jet flame. This time, he lit the area in front of the portal, and behind the humans ablaze, ensuring the humans had no chance of escape.

"Land Sanctitus! I wish to fight beside my brothers in arms!" Whiteshade tightened her grip on one of Sanctitus's back spikes as he descended, and landed in the center of the battlefield, crushing the humans beneath him like insects. His thick muscles absorbed the impact, making a surprisingly soft landing for such a large creature. He folded his enormous wings, and laid down on the bloodied earth, letting both Whiteshade, and CB to slide off his back.

"Fight well, young blood! I will watch you from behind!" Sanctitus's voice sounded like the golden note of a large bell, better than Thorn's voice actually. CB had never expected the great dragon to speak. The dragons are far more intelligent than he had previously thought. Whiteshade nodded in acknowledgement, and Sanctitus took back to the air with a mighty leap, and a swift beat of his wings.

Whiteshade immediately began to transform, her skin gave way to thick white fur, and flawless silver armor as claws exploded from her fingertips and toe tips. Blades burst from the tip of her tail as she grew in size and muscle. She went down on all four paws. CB could see her powerful muscles ripple underneath her thick white fur. She was slightly taller than Dusk, but Dusk had wider shoulders, and had a little bit more muscle than Whiteshade. There was very little differences in the size of the two were-cats, but CB was quick to notice the slight contrasts. Whiteshade roared. It was deep, and shook the ground beneath her. CB could feel it in his chest. She was an impressive specimen of her kind, ideal for a queen. Whiteshade charged into battle, and rammed right into the opposing army, smiting any human that stood in her way with her teeth, and claws. Who knew such a kind and gentle person could also be so violent and blood-thirsty when provoked? He was quick to join her, and began to break the humans' necks as if they were twigs in rapid succession.

At the corner of his eye, he saw a human slipping towards Dusk with his firearm raised. Dusk had her back to the human while she was crushing another humans' skull between her paws like a grape. CB had to protect his friend. She was the only family he had left. Furious, he charged towards the human, and grabbed his rifle. The human cursed, and pulled back, trying wrench the rifle from the caboose's grasp. It was a tug of war. CB had to be careful not to set the gun off on himself or Dusk by accident, but his patience was running thin with this human. CB pulled his fist back to punch the human in the gut. Oh how he longed to have a blade to slice the human's belly open, and spill the human's inside. It would be such a satisfying sight to see the bastard's guts spilled out on the battlefield. He didn't hold back, and hit the human at full force.

The human froze, and spluttered, blood dribbled from his mouth. CB felt something cold in his hand, and looked down. His eyes grew wide. In his fist was a nightmare sword. It was black as night, but glowed red in every crevice, making it look like there were the flames of Hell dwelling inside. It had a curved and serrated blade. It wasn't just for stabbing and slashing. It was also for gutting, and shredding the enemy's insides. The black mist swirled around his hand. It was cold as ice, but bearable enough to let the conjurer hold it for as long as they wish. This must be his key for summoning nightmares: rage. He pulled the blade out of the human's gut, and the human immediately fell to the ground in a bloody heap. Blood oozed off the blade, a sight CB was quite familiar with. Now that he had weapon, he went on a killing spree, slaughtering every human in sight.

Dusk had to balance between defending her friends, and her soldiers. It wasn't easy at first, but once the great emerald beast joined the battle, it took a lot of pressure off her shoulders. Wherever she went, the beast followed. It was protecting her. It's golden eyes looked so familiar to her, yet she had never seen this creature before. She saw a flash of silver at the corner of her eye, and looked over her shoulder. The last remaining human had pulled out his revolver, aiming directly at Electra. She barley knew the electric engine, but he was one of CB's closest friends. CB would be devastated if Electra was injured... or worse. She whipped around, and raced towards them at full speed, a black, red, and white blur to her soldiers.

The human pulled the hammer on his revolver back, and Electra whipped around, only to be met with the barrel of a revolver, aimed directly at his chest. His chest box was his only vulnerable spot. If the human shot him there, the damage would be devastating, or even fatal. He held up his arms to shield his chest box, just as the as the human fired their weapon. He expected to feel a slight nick when the bullet hit his arms, but a large black and white blur darted out in front of him instead. It was Dusk. He heard a blood-curdling screech as the bullet hit her in the shoulder, and she fell to the ground. Both he and the human looked at her in utter shock.

 _Sh-She saved me.._ Electra's heart sank. She barely knew him, but she saved his life anyway. _That_ was why CB adored her. She went out of her way to help others when they needed it most.

CB, Greaseball, Dolor, Athena, Whiteshade, and Thorn froze when they heard Dusk's horrible screech, and rushed over to see what had happened. CB's heart shattered. Dusk was lying on the ground with a bullet wound in her shoulder. She wasn't moving. That meant only one thing... It was something he was too familiar with. She was gone. Tears began well up in his eyes. He should have known better than to become too attached to her, for she would be taken from him, just like everyone else he had ever loved. His sorrow quickly turned into anger, fury, _rage_. The human will pay for her death in blood. He charged at the human, and rammed into the human, sending the human flying. The human scrambled to get off the ground, but CB grabbed him by the windpipe, and pulled him up. The human desperately tried to pry his hands off, but to no avail. CB smiled as the human's pulse began to skyrocket as the human gasped for air. CB was using the human's weight to slowly suffocate the human, but that would take too long. He wanted the human dead _now_. He grabbed the human by the head with his other hand, and ripped out the human's trachea with ease. At last, the battle was finally over, but at a terrible cost, or so it seemed.

"Hold on! She has a pulse!" Wrench shouted. CB whipped around to see Electra, Electra's components, Greaseball, Whiteshade, Thorn, Dolor, and Athena had gathered around her. Could Dusk really still be alive? He prayed to the Starlight Express it was true.

 **A/N: Here's a cliffhanger, but don't worry. I'll have the next chapter out quickly. I scared you a bit there didn't I? We shall see what happens to Dusk in the next chapter. Until next time, see ya later!**


	23. Parting Is Such Sweet Sorrow

**A/N: Woo-hoo! I'm on a roll! Just one more chapter left, and this story will finally be done! Thank you all for taking the time to read this story. Without you, I wouldn't be writing in the first place! A quick warning of some angst in this chapter, so be sure to have some tissues handy. Anyway, on with the story!**

CB pushed his way through the crowd, and knelled down beside Dusk, his best friend, and laid a hand on her flank. She was still breathing. Dusk stirred at his familiar touch, and moaned. She was alive, but in pain. He hated to see her like this.

"No no no, don't move. It'll only make it worse." CB gently stroked her flank. Even after an intense battle, her fur was soft as ever, a little bloodied, but still soft.

"I will need some pliers to extract the bullet. She is lucky it did not reach the bone in her shoulder." Wrench examined the wound a little closer. It wasn't too bad. The were-cat's thick muscle helped slow down the bullet enough to where it stopped just before it would have hit her shoulder joint.. To survive being shot once was lucky, but to be shot twice and survive was remarkable. She met the were-cat's cold gaze, and Dusk smiled through all her pain.

"Don't worry about me. I've got some medics on hand that can treat me just as well as you can. You've done enough for me saving my life once. You don't have to save my butt again if you don't feel up to it." Dusk truly did care about the rolling stock here. She didn't want Wrench to stop and waste her time to treat her wounds, but Dusk saved her master's life. It was the least she could do in return for her act of valor.

"You saved our master's life, General Ravenwood. It is the least I can do in return for your act of kindness." Wrench sent out the medics to her clinic to fetch her supplies. She was surprised as to how fast they were. They would make efficient assistants. Perhaps she could hire one to help her around the clinic during emergencies.

It pained her to see Dusk's face screw up in agony as she carefully extracted the bullet, but Dusk didn't move an inch. She had an impressive tolerance to pain. No surprise there since she had probably wounded in battle once or twice before hand. However, when she started to sew up the muscle walls, and closed the wound, Dusk sank her claws into the ground, and and held back tears of pain. The repair truck couldn't blame her though. She had to stitch up her own wounds before. It felt like someone was pulling a string on fire through her metal hide. She could only imagine how horrible it felt to Dusk. Dusk relaxed once the procedure was over, and sat up. She was clearly in pain, but it probably wasn't the worst pain she had experienced. Dolor stepped forward, and the ground shook with every step he took.

Dolor looked down at his creator. "Master, you must rest. I will fly you back to our home world."

Dusk shook her head. "No, Dolor. You came to my aid, and helped to fight off the humans. You, and Athena both deserve a relaxing night flight to yourselves." Dusk transformed back into her normal form, and looked at Athena. "Athena, you have proven yourself to be safe in both flight, and combat. Although, you were a little wobbly in flight. I'll have to tweak the balance in your tail a little, so you may fly straighter, Athena."

"Yes, master." Athena dipped her head. Dusk looked up at the rest of Electra's components as they pushed their way through the crowd to see her. Both Krupp, and Purse removed their hats as a sign of respect.

"General Ravenwood, you have saved our master's life. We are in your debt." Krupp dipped his head. He still had his shades on. He must not be the type to show emotion to others. Dusk could respect that.

"I do not wish for repayment. The least you can do is perform another kind deed to another person in need, keep the chain going per-say." Dusk was honestly surprised at their sudden generosity. Perhaps this is how they truly are, rather than the cold and introverted image they built up.

"Electra also wishes permission to deem you as a companion, or a friend. He witnessed your kind heart, and wishes to have you by his side for many years to come." Purse smiled. Dusk blinked in shock. Electra had no interest in her until now. Perhaps, he wasn't so bad after all. She smiled, not a fake smile to hide her pain, but a warm genuine smile.

"Permission granted. A friend of CB is a friend of mine." Dusk looked over at CB, who was still on his knees. Even when he was kneeling, he was taller than her.

"Will you ever come back?" CB sniffled. He must have been crying over the ordeal of her being shot. She couldn't blame him though. She would have done the same if he was in her situation. She laid a hand on his shoulder.

"Of course I'll come back! I wouldn't abandon one of my closest friends! I'll come back every full moon, and might even bring a friend with me too." Dusk gently reassured him. CB couldn't resist any longer, and embraced her. Dusk stiffened and hissed in pain, but she quickly relaxed and returned the kind gesture.

"I'll miss you Dusk." CB sobbed softly.

"I'll miss you too, bud." Dusk began to cry, crocodile tears. CB could feel her warm tears on his shoulder. They stayed like this for for almost a whole minute, bracing themselves for Dusk's departure. CB released her, and Dusk stood up. She quickly conjured a nightmare Pegasus. Its flaming mane, hooves, and tail actually gave off light. If nightmares could not be in the light. why was this one giving off light? Wouldn't that have sent it back to the nightmare realm? Perhaps they cannot be in sunlight, but can tolerate fire light. It looked at him and snorted, black mist billowed from its nostrils. Dusk slowly climbed onto the horse's back, and sat on the dark saddle on the horse's back.

"Hey, be careful out there." CB nodded to her. Dusk chuckled.

"No promises." Dusk smiled. "Until, we meet again, may your swords stay sharp, and may the star light your path!" Dusk spurred Igne to race away. Igne reared, whinnied, and fanned its black leathery wings. The nightmare raced off into the portal, and out of sight.

 **A/N: Well, there is one last chapter left, and then this story will finally be done! This chapter was a bit sad, but don't worry the adventure is far from over my friends! Until next time, see you guys later!**


	24. Unleashing The Beast

**A/N: Yes! Here it is: the final chapter! Sorry this chapter is so short. Thank you all for reading my story. It really means a lot to me. Without you, I would not be writing here! Anyway, on with the story!**

Electra looked at the carnage the humans have caused. The emerald beast was nowhere in sight. It had retreated back to its lair. The humans attacked Dusk without provocation, and they were stupid enough to believe she was the monster here! It was the humans that lashed out at her without reason. _They_ were the monster, not the were-cat he now sees as an equal! They must be punished for their wrong-doing. They are too much of a threat to both the train folk, and the races of Fantanzia. They needed to be eliminated, or better yet, destroyed. Coal was right about man-kind. They are barbarians, and have no regard to life whatsoever. The tyranny of man-kind must end once, and for all!

Rage went off like a warhead in his mind as he heard the sirens of the police cars in the distance. They were going to find out what had happened, and would kill anything that laid in their path like a pack of half-starved wolves. A hunter was needed to eradicate them.

He doubled over, and screamed as pure agony ripped through his body. His metal frame broke and rearranged as his muscles burned. He grew dizzy from the sudden change in size as he longed to rip the humans apart, and to taste their sweet blood, the sweet sweet nectar of his prey. He blacked out. The beast had been unleashed.

 **A/N: The story ends in a cliff hanger, but I'm thinking about writing a one-shot about what happened afterwards, but that won't happen for a while, same thing with the sequel. I have to finish all of my other stories first, but once again, this journey is far from over. There will be plenty more in the future, but it will take some time. Until we meet again, see ya later!**


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